SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB
(Mark One)

     [X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
          EXCHANGE ACT OF 1934

                  For the Fiscal Year Ended December 31, 2005

                                       OR

     [ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
          EXCHANGE ACT OF 1934

Commission File No. 0-27609

                         MONET ENTERTAINMENT GROUP, LTD.
                 ----------------------------------------------
                 (Name of Small Business Issuer in its charter)

                Colorado                                          84-1391993
        ------------------------                             -------------------
        (State of incorporation)                                (IRS Employer
                                                             Identification No.)
    222 Milwaukee Street, Suite 304
           Denver, Colorado                                         80206
---------------------------------------                            --------
(Address of Principal Executive Office)                            Zip Code

Registrant's telephone number, including Area Code: (303) 329-3479 Securities
registered pursuant to Section 12(b) of the Act: None Securities registered
pursuant to Section 12(g) of the Act:

                                  Common Stock
                                  ------------
                                (Title of Class)

Check whether the Registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12
months (or for such shorter period that the Registrant was required to file such
reports) and (2) has been subject to such filing requirements for the past 90
days.
                                 YES [X] NO [ ]

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


<PAGE>



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 the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [X]

The Company's revenues for the most recent fiscal year were $0.
                                                            ---
The aggregate market value of the voting stock held by non-affiliates of the
Company on March 20, 2006, was $0.00.

As of March 20, 2006 the Company had 6,000,000 issued and outstanding shares of
common stock.






<PAGE>



Item 1. Description of Business
        -----------------------

Monet Entertainment Group, Ltd., (the "Company") was formed in 1996 in order to
finance the production of low budget feature length motion pictures and a
variety of other entertainment projects including documentaries, video
recordings and musical recordings.

The Company intends to maintain its corporate existence and continue filing its
required reports pursuant to the Securities Exchange Act while it re-evaluates
its motion pictures financing business plan and seeks out other business
opportunities for the Company.

Employees And Offices
---------------------

As of March 20, 2006 the Company did not have any full time employees.

Item 2. Description Of Properties
        -------------------------

The Company's offices are located at 222 Milwaukee St., Suite 304, Denver, CO
80206 and its telephone number is (303) 329-3479.

Item 3. Legal Proceedings.
        ------------------

The Company is not party to any pending legal proceeding nor is any of its
property the subject of any pending legal proceeding. The Company is not aware
of any proceeding that a governmental authority is contemplating.

Item 4. Submission Of Matters To A Vote Of Security Holders.
        ----------------------------------------------------

         Not Applicable


                                     Part II

Item 5. Market For Registrant's Common Equity And Related Stockholder Matters
        ---------------------------------------------------------------------

As of March 20, 2006, there were approximately 1,300 beneficial owners of the
Company's common stock. The Company's common stock has a trading symbol of MNEG
and is listed on the NASD Over-The Counter Bulletin Board Market. There have
been no reported bids or offers for each quarter within the last two fiscal
years.

Common Stock
------------

The Company is authorized to issue 25,000,000 shares of common stock (the
"Common Stock"). Holders of Common Stock are entitled to cast one vote for each
share held of record of all matters presented to shareholders. Cumulative voting
is not allowed, which allows the holders of a majority of the outstanding Common
Stock to elect all directors.

Holders of Common Stock are entitled to receive such dividends as may be
declared by the Board of Directors out of funds legally available for the
payment of dividends and, in the event of liquidation, to share pro rata in any
distribution of the Company's assets after payment of liabilities. The Company
has never declared a dividend and it is not anticipated that dividends will be
paid in the foreseeable future.

Holders of Common Stock do not have preemptive rights to subscribe to additional
shares issued by the Company. All of the outstanding shares of Common Stock are
fully paid and non-assessable.



<PAGE>
Preferred Stock
---------------

The Company is authorized to issue up to 25,000,000 shares of preferred stock.
The Company's Articles of Incorporation provide that the Board of Directors has
the authority to issue the Preferred Stock from time to time, with such
designations, preferences, conversion rights, cumulative, relative,
participating, optional or other rights, qualifications, limitations, or
restrictions thereof as they determine, within the limitations provided by
Colorado statute.

Equity Compensation Plan Information
------------------------------------

The Company does not have any equity compensation plans in effect.


Item 6. Management's Discussion And Analysis Or Plan Of Operations
        ----------------------------------------------------------

Plan of Operation
-----------------

The Company intends to maintain its corporate existence and continue filing its
required reports pursuant to the Securities Exchange Act and seek out other
business opportunities for the Company, including but not limited to
reorganization with a privately held business seeking to utilize the Company's
status as registered under the Exchange Act and listed for trading on the NASD
Over the Counter Bulletin Board Market.

As a shell company as defined by in Rule 12b-2 of the Exchange Act, the Company
must file a Form 8-K Current report containing information similar to that of an
Exchange Act Registration Statement on Form 10-SB for any reorganization whereby
the Company will commence operations including a description of the transaction,
the new business, its management, its financial statements and other
information.






<PAGE>
ITEM 7. FINANCIAL STATEMENTS


                                                                            Page
                                                                            ----

Report of Independent Registered Public Accounting Firm ..................   F-2

Balance Sheet at December 31, 2005 .......................................   F-3

Statements of Operations for the years ended
     December 31, 2005 and 2004, and the period from
         September 20, 1996 (Inception) through December 31, 2005 ........   F-4

Statement of Changes in Shareholders' Equity for the period from
         September 20, 1996 (Inception) through December 31, 2005 ........   F-5

Statements of Cash Flows for the years ended
     December 31, 2005 and 2004, and the period from
         September 20, 1996 (Inception) through December 31, 2005 ........   F-6

Notes to Financial Statements ............................................   F-7





                                      F-1
<PAGE>



             Report of Independent Registered Public Accounting Firm


The Board of Directors
Monet Entertainment Group, Ltd.:


We have audited the accompanying balance sheet of Monet Entertainment Group,
Ltd. (a Development Stage Company) as of December 31, 2005, and the related
statements of operations, changes in shareholders' equity, and cash flows for
years ended December 31, 2005 and 2004, and for the period from September 20,
1996 (Inception) through December 31, 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 audits.

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 Monet Entertainment Group, Ltd.
as of December 31, 2005, and the results of its operations and its cash flows
for the years ended December 31, 2005 and 2004, and for the period from
September 20, 1996 (Inception) through December 31, 2005 in conformity with
generally accepted accounting principles in the United States.



/s/ Cordovano and Honeck, LLP
-----------------------------
Cordovano and Honeck, LLP
Denver, Colorado
January 26, 2006



                                      F-2
<PAGE>


                        MONET ENTERTAINMENT GROUP, LTD.
                         (A Development Stage Company)
                                 Balance Sheet
                               December 31, 2005





Assets
Cash ..............................................................   $   3,001
                                                                      ---------

               Total assets .......................................   $   3,001
                                                                      =========

                             Liabilities and Shareholders' Equity

Liabilities:
    Trade payables ................................................   $     320
                                                                      ---------

               Total liabilities ..................................         320
                                                                      ---------

Shareholders'equity:
    Preferred stock , no par value; authorized 25,000,000 shares,
      issued and outstanding, -0- shares ..........................          --
    Common stock , no par value; authorized 25,000,000 shares,
      issued and outstanding, 6,000,000 shares ....................      28,534
    Additional paid-in capital ....................................     106,186
    Deficit accumulated during the development stage ..............    (132,039)
                                                                      ---------

               Total shareholders' equity .........................       2,681
                                                                      ---------

               Total liabilities and shareholders' equity .........   $   3,001
                                                                      =========


                 See accompanying notes to financial statements

                                      F-3
<PAGE>
<TABLE>
<CAPTION>

                        MONET ENTERTAINMENT GROUP, LTD.
                         (A Development Stage Company)
                            Statements of Operations


                                                                          September 20,
                                                                              1996
                                                                           (Inception)
                                                                             through
                                              Years Ended December 31,     December 31,
                                             --------------------------    -----------
                                                 2005           2004          2005
                                             -----------    -----------    -----------
<S>                                          <C>            <C>            <C>
Costs and expenses:
    Stock options expense (Note 5) .......   $    81,063    $        --    $    81,063
    General and administrative expenses ..        15,671          4,890         53,137
                                             -----------    -----------    -----------

              Total expenses .............       (96,734)        (4,890)      (134,200)

Other income (expense):
    Miscellaneous income (Note 3) ........            --             --          8,225
    Interest income ......................            64             73            258
    Impairment loss (Note 1) .............            --             --         (5,115)
                                             -----------    -----------    -----------

              Loss before
                income taxes .............       (96,670)        (4,817)      (130,832)

    Income tax provision (Note 3) ........            --             --         (1,207)
                                             -----------    -----------    -----------

              Net loss ...................   $   (96,670)   $    (4,817)   $  (132,039)
                                             ===========    ===========    ===========

Basic and diluted loss per share .........   $     (0.02)   $     (0.00)
                                             ===========    ===========

Weighted average common shares outstanding     5,076,923      5,000,000
                                             ===========    ===========
</TABLE>





                 See accompanying notes to financial statements

                                      F-4
<PAGE>
<TABLE>
<CAPTION>
                        MONET ENTERTAINMENT GROUP, LTD.
                         (A Development Stage Company)
                  Statement of Changes in Shareholders' Equity


                                                                                               Deficit
                                                                                             accumulated
                                                              Common Stock      Additional     during
                                                         ---------------------    paid-in    development
                                                           Shares      Amount     capital       stage        Total
                                                         ---------   ---------   ---------    ---------    ---------
<S>                                                      <C>         <C>         <C>         <C>          <C>
Balance at September 20, 1996
    (Inception date) .................................          --   $      --   $      --   $      --    $      --
September 1996, shares issued in exchange
    for interest in motion picture at $0.002 per share   2,295,000       5,000          --          --        5,000
October 1996, shares issued in exchange
    for common stock of Energy Acquisition
       at $.0002 per share ...........................     500,000         115          --          --          115
December 1996, shares issued in exchange
    officer compensation at $0.002 per share .........   1,305,000       3,004          --          --        3,004
December 1996, sale of common stock
    at $0.002 per share ..............................     900,000       1,800          --          --        1,800
Net loss .............................................          --          --          --      (2,843)      (2,843)
                                                         ---------   ---------   ---------    ---------    ---------

Balance at December 31, 1996 .........................   5,000,000       9,919          --      (2,843)       7,076
                                                         ---------   ---------   ---------    ---------    ---------

Balance at December 31, 1997 .........................   5,000,000       9,919          --      (2,843)       7,076
                                                         ---------   ---------   ---------    ---------    ---------

Balance at December 31, 1998 .........................   5,000,000       9,919          --      (2,843)       7,076
                                                         ---------   ---------   ---------    ---------    ---------

Balance at December 31, 1999 .........................   5,000,000       9,919          --      (2,843)       7,076
                                                         ---------   ---------   ---------    ---------    ---------

Balance at December 31, 2000 .........................   5,000,000       9,919          --      (2,843)       7,076
                                                         ---------   ---------   ---------    ---------    ---------
Contributed capital (Note 2) .........................          --          --      25,123          --       25,123
Net loss .............................................          --          --          --     (25,123)     (25,123)
                                                         ---------   ---------   ---------    ---------    ---------

Balance at December 31, 2001 .........................   5,000,000       9,919      25,123     (27,966)       7,076
Net loss .............................................          --          --          --      (1,579)      (1,579)
                                                         ---------   ---------   ---------    ---------    ---------

Balance at December 31, 2002 .........................   5,000,000       9,919      25,123     (29,545)       5,497
Net loss .............................................          --          --          --      (1,007)      (1,007)
                                                         ---------   ---------   ---------    ---------    ---------

Balance at December 31, 2003 .........................   5,000,000       9,919      25,123     (30,552)       4,490
Net loss .............................................          --          --          --      (4,817)      (4,817)
                                                         ---------   ---------   ---------    ---------    ---------

Balance at December 31, 2004 .........................   5,000,000       9,919      25,123     (35,369)        (327)
October 2005, shares issued in exchange for payable
    at $0.0185  per share (Note 2) ...................   1,000,000      18,615          --          --       18,615
Stock options granted at November 15, 2005 (Note 5) ..          --          --      81,063          --       81,063
Net loss .............................................          --          --          --     (96,670)     (96,670)
                                                         ---------   ---------   ---------    ---------    ---------

Balance at December 31, 2005 .........................   6,000,000   $  28,534   $ 106,186    (132,039)   $   2,681
                                                         =========   =========   =========   =========    =========
</TABLE>

                 See accompanying notes to financial statements


                                      F-5
<PAGE>
<TABLE>
<CAPTION>
                        MONET ENTERTAINMENT GROUP, LTD.
                         (A Development Stage Company)
                            Statements of Cash Flows



                                                                                              September 20,
                                                                                                  1996
                                                                                               (Inception)
                                                                                                 through
                                                                     Years Ended December 31,  December 31,
                                                                     ------------------------  ------------
                                                                         2005         2004         2005
                                                                      ---------    ---------    ---------
<S>                                                                   <C>          <C>          <C>
Cash flows from operating activities:
    Net loss ......................................................   $ (96,670)   $  (4,817)   $(132,039)
    Adjustments to reconcile net loss to net
      cash provided by operating activities:
        Contributed capital (Note 2) ..............................          --           --       25,123
        Stock based compensation (Note 2) .........................          --           --        3,004
        Stock options expense (Note 5) ............................      81,063           --       81,063
        Impairment loss (Note 1) ..................................          --           --        5,115
          Changes in operating liabilities:
            Accounts payable ......................................        (380)         700          320
                                                                      ---------    ---------    ---------

                Net cash used in
                  operating activities ............................     (15,987)      (4,117)     (17,414)
                                                                      ---------    ---------    ---------

Cash flows from financing activities:
    Proceeds from related party advances (Note 2) .................      13,551        4,190       22,251
    Proceeds from sale of common stock (Note 2) ...................          --           --        1,800
    Payments to related party advances (Note 2) ...................      (1,675)      (1,961)      (3,636)
                                                                      ---------    ---------    ---------

                Net cash provided by
                  financing activities ............................      11,876        2,229       20,415
                                                                      ---------    ---------    ---------

                Net change in cash and
                  cash equivalents ................................      (4,111)      (1,888)       3,001

Cash and cash equivalents:
    Beginning of period ...........................................       7,112        9,000           --
                                                                      ---------    ---------    ---------

    End of period .................................................   $   3,001    $   7,112    $   3,001
                                                                      =========    =========    =========

Supplemental disclosure of cash flow information:
    Cash paid during the year for:
      Income taxes ................................................   $      --    $      --    $   1,207
                                                                      =========    =========    =========
      Interest ....................................................   $      --    $      --    $      --
                                                                      =========    =========    =========

    Noncash investing and financing transactions:
      Acquisition of interest in motion picture ...................   $      --    $      --    $   5,000
                                                                      =========    =========    =========
      Investment in common shares of Energy Acquisition ...........   $      --    $      --    $     115
                                                                      =========    =========    =========
      Shares issued in exchange for related party advances (Note 2)   $  18,615    $      --    $  18,615
                                                                      =========    =========    =========

</TABLE>

                 See accompanying notes to financial statements

                                      F-6
<PAGE>



                         MONET ENTERTAINMENT GROUP, LTD.
                          (A Development Stage Company)
                          Notes to Financial Statements


(1)      Summary of Significant Accounting Policies

Organization and Basis of Presentation

Monet Entertainment Group, Ltd. (The "Company") was formed on September 20, 1996
in Colorado. The purpose of the Company was to engage in two pursuits within the
entertainment industry which involve developing a unique "completion guarantee"
to assure the completion of selected projects and developing a financing program
for full length motion pictures.

As a result of a routine regulatory review of its financial statements by the
Securities and Exchange Commission, management has determined that the Company
is in the development stage. The accompanying financial statements were prepared
in accordance with Statement No. 7.

Use of Estimates

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

Cash and Cash Equivalents

The Company considers all highly liquid securities with original maturities of
three months or less when acquired to be cash equivalents. Cash equivalents at
December 31, 2005, were approximately $-0-.

Impairment of Long-Lived Assets

In accordance with Statement of Financial Accounting Standards (SFAS) No. 144,
Accounting for the Impairment or Disposal of Long-Lived Assets, the Company
evaluates their long-lived assets (excluding the full cost pool), including
related intangibles of identifiable business activities for impairment when
events or changes in circumstances indicate, in management's judgment, that the
carrying value of such assets may not be recoverable. The determination of
whether impairment has occurred is based on management's estimate of
undiscounted future cash flows attributable to the assets as compared to the
carrying value of the assets. If impairment has occurred, estimating the fair
value for the assets and recording a provision for loss if the carrying value is
greater than fair value determine the amount of the impairment recognized. For
assets identified to be disposed of in the future, the carrying value of these
assets are compared to the estimated fair value less the cost to sell to
determine if impairment is required. Until the assets are disposed of, an
estimate of the fair value is re-determined when related events or circumstances
change.

The Company has exchanged shares of its common stock for shares of Series C
common stock of Energy Acquisition Companies, Inc. (Energy), a New York
Corporation. The exchange, which was effective on October 7, 1996, (the date the
Certificate of Share Exchange was filed by the Colorado Secretary of State and
by New York Department of State), resulted in the exchange of 115,531 shares of
Energy Acquisition Companies, Inc. Series C, Par Value $0.001 Common Stock for
500,000 shares of Monet Entertainment Group, Ltd. Common Stock. The 115,531
shares of Energy Acquisition Companies, Inc. common stock received by Monet
represented less than one percent of Energy's outstanding shares. The 500,000
shares of Monet common stock surrendered to Energy represents eleven percent of
the Company's outstanding common stock, and two percent of its authorized stock.
During the year ended December 31, 2003, management determined the investment to
be impaired, since Energy is no longer in operations. An impairment loss of $115
is reflected in the accompanying financial statements.


                                      F-7
<PAGE>



                         MONET ENTERTAINMENT GROUP, LTD.
                          (A Development Stage Company)
                          Notes to Financial Statements


Income Taxes

The Company accounts for income taxes under the provisions of Statement of
Financial Accounting Standards No. 109, Accounting for Income Taxes (SFAS 109).
SFAS 109 requires recognition of deferred tax liabilities and assets for the
expected future tax consequences of events that have been included in the
financial statements or tax returns. Under this method, deferred tax liabilities
and assets are determined based on the difference between the financial
statement and tax bases of assets and liabilities using enacted tax rates in
effect for the year in which the differences are expected to reverse.

Revenue Recognition

Revenue from consulting services is recognized as the services are provided.

Financial Instruments and Concentration of Credit Risk

At December 31, 2005, the fair value of the Company's financial instruments
approximate their carrying value based on their terms and interest rates.

Earnings (Loss) per Common Share

Basic earnings per share has been computed on the weighted average of common
shares outstanding. Diluted earnings per share reflects the increase in weighted
average common shares outstanding that would result from the assumed exercise of
outstanding stock options and conversion of outstanding preferred shares. For
the years ended December 31, 2005 and 2004, 2,000,000 and -0- shares,
respectively, were excluded from the diluted earnings per share calculation, as
these shares were anti-dilutive. Had these shares been included in the
calculation, diluted weighted average shares outstanding would have increased to
5,128,205 for the year ended December 31, 2005.

Share-based Payments

In December 2004, the FASB issued Statement of Financial Accounting Standards
No. 123R (FAS-123R), Share-Based Payment. This statement replaces FAS-123,
Accounting for Stock-Based Compensation, supersedes APB Opinion No. 25,
Accounting for Stock Issued to Employees, and amends FAS-95, Statement of Cash
Flows. FAS-123R requires companies to apply a fair-value-based measurement
method in accounting for shared-based payment transactions with employees and to
record compensation cost for all stock awards granted after the required
effective date and to awards modified, repurchased, or cancelled after that
date. The scope of FAS-123R encompasses a wide range of share-based compensation
arrangements, including share options, restricted share plans, performance-based
awards, share appreciation rights, and employee share purchase plans. Therefore,
pro forma disclosure of the income statement effect is no longer an alternative
to financial statement recognition. FAS-123R is effective as follows: (a) public
entities (other than those filing as small business issuers) are required to
apply FAS-123R as of the first interim or annual reporting period that begins
after June 15, 2005; (b) public entities that file as small business issuers are
required to apply FAS-123R in the first interim or annual reporting period that
begins after December 15, 2005; and (c) nonpublic entities are required to apply
FAS-123R as of the beginning of the first annual reporting period beginning
after December 15, 2005.


                                      F-8
<PAGE>


                         MONET ENTERTAINMENT GROUP, LTD.
                          (A Development Stage Company)
                          Notes to Financial Statements


(2)     Related Party Transactions

During the years ended December 31, 2005 and 2004, Regatta Capital Ltd., a
company owned by the president of the Company, advanced $13,551 and $4,190 to
the Company to pay for certain expenses. At October 27, 2005, the Company issued
1,000,000 shares of restricted common stock to its affiliate in consideration of
$18,615 repayment for advances owed, or $0.0185 per share. The Company paid the
remaining liability of $1,675 in cash.

With respect to the issuance of the 1,000,000 shares of common stock, the
Company relied on Section 4(2) of the Securities Act of 1933, as amended. No
advertising or general solicitation was employed in offering the securities. The
1,000,000 shares represent over 16% of the outstanding shares of common stock.

During the year ended December 31, 2001, Regatta Capital Ltd., contributed
$25,123, to pay for certain expenses on behalf of the Company. This amount is
reflected in the accompanying financial statement as a credit to additional
paid-in capital.

In 1996 three former officers of the Company each received 435,000 shares of
common stock for services rendered valued at $0.002 per share. In 1998 and 1999
all of these shares were purchased by the president of the Company.

In October 1996, the Company issued 500,000 shares of common stock in exchange
for 115,531 common shares of Energy Acquisition Companies, Inc. ("EAC"), a
company under common control. The shares that the Company owns represents less
that one percent of EAC's issued and outstanding common stock.

In 1996, the president of the Company purchased 25% interest in a feature-length
motion picture for $25,000. In September 1996, the president conveyed a 5%
interest in the film to the Company in exchange for 2,295,000 shares of common
stock.

(3)      Income Taxes

A reconciliation of the U.S. statutory federal income tax rate to the effective
tax rate is as follows:

                                                             December 31,
                                                        ---------------------
                                                           2005        2004
                                                        ---------   ---------
     U.S. statutory federal rate ..................         21.26%      15.00%
     State income tax rate ........................          3.64%       3.94%
     Net operating loss for which no tax
       benefit is currently available .............        -24.90%     -18.94%
                                                        ---------   ---------
                                                             0.00%       0.00%
                                                        =========   =========

At December 31, 2005, the Company has a net operating loss carryforward for
federal income tax purposes of approximately $102,494, which was fully allowed
for in the valuation allowance of $102,494. The valuation allowance offsets the
net deferred tax asset for which there is no assurance of recovery. The change
in the valuation allowance for the year ended December 31, 2005 was $96,670. Due
to the uncertainty of the ultimate utilization of the net operating loss
carryforward, no tax benefit for losses has been provided by the Company in the
accompanying financial statements. The net operating loss carryforward will
expire through the year 2025.


                                      F-9
<PAGE>


                         MONET ENTERTAINMENT GROUP, LTD.
                          (A Development Stage Company)
                          Notes to Financial Statements



(4)      Capital Stock

In 1996, the Company sold 900,000 shares of its common stock to unrelated third
parties. The shares were valued at $0.002 per share.

(5)        Capital Stock Options

At November 15, 2005 the Company granted an unrelated third party options to
purchase 2,000,000 shares of the Company's common stock to provide incentive to
involve the Company with real estate opportunities. The options carry an
exercise price of $1.50 per share for and vest immediately. The Company
determined the fair value of the options at $0.04 per share and recorded stock
based compensation of $81,063 in accordance with SFAS 123.

The fair value for these options was estimated at the date of grant using the
Black-Scholes option-pricing model with the following assumptions:

        Risk-free interest rate............................     4.47%
        Dividend yield.....................................     0.00%
        Volatility factor..................................   172.00%
        Weighted average expected life.....................   2 years

The Black-Scholes options valuation model was developed for use in estimating
the fair value of traded options, which have no vesting restrictions and are
fully transferable. In addition, option valuation models require the input of
highly subjective assumptions including the expected stock price volatility.
Because the Company's stock options have characteristics significantly different
from those of traded options, and because changes in the subjective input
assumptions can materially affect the fair value estimate, in management's
opinion, the existing models do not necessarily provide a reliable single
measure of the fair value of its stock options.

A summary of changes in the number of stock options outstanding for the years
ended December 31, 2005 and 2004 is as follows:


                                      F-10
<PAGE>



                         MONET ENTERTAINMENT GROUP, LTD.
                          (A Development Stage Company)
                          Notes to Financial Statements

                                                            Weighted Average
                                             Number of       Exercise Price
                                               Shares           Per Share
                                             ----------     ----------------
        Balance at January 1, 2004.........        --       $           --
          Options granted..................        --       $           --
          Options exercised................        --       $           --
          Options expired/canceled                 --       $           --
                                             ----------     ----------------
        Balance at December 31, 2004.......        --       $           --
          Options granted..................   2,000,000     $         1.50
          Options exercised................        --       $           --
          Options expired/canceled.........        --       $           --
                                             ----------     ----------------
        Balance at December 31, 2004.......   2,000,000     $         1.50
          Options exercisable
           at December 31, 2004............        --       $           --
          Options exercisable
           at December 31, 2005............   2,000,000     $         1,50


The weighted-average grant date fair value of options granted during the years
ended December 31, 2005 and 2004, was $0.04 and $-0-, respectively.

Summarized information about stock options outstanding as of December 31, 2005
is as follows:

                                        Outstanding               Exercisable
                               ----------------------------------------------
                               Number of           Remaining       Number of
        Exercise Price at       Options         Life (in Years)     Options
        ----------------------------------------------------------------------
        $          1.50        2,000,000             2.0           2,000,000







                                      F-11
<PAGE>



Item 8. Changes in and Disagreements with Accountants on Accounting and
        ---------------------------------------------------------------
        Financial Disclosure
        --------------------

None

Item 8A. Controls and procedures
         -----------------------

The Company maintains disclosure controls and procedures that are designed to
ensure that information required to be disclosed in the Company's Exchange Act
reports is recorded, processed, summarized and reported within the time periods
specified in the SEC's rules and forms, and that such information is accumulated
and communicated to the Company's management, including its Chief Executive
Officer and Chief Financial Officer, as appropriate, to allow timely decisions
regarding required disclosure based closely on the definition of "disclosure
controls and procedures" in Rule 13a-14(c). The Company's disclosure controls
and procedures are designed to provide a reasonable level of assurance of
reaching the Company's desired disclosure control objectives. In designing and
evaluating the disclosure controls and procedures, management recognized that
any controls and procedures, no matter how well designed and operated, can
provide only reasonable assurance of achieving the desired control objectives,
and management necessarily was required to apply its judgment in evaluating the
cost-benefit relationship of possible controls and procedures. The Company's
certifying officer has concluded that the Company's disclosure controls and
procedures are effective in reaching that level of assurance.

As of the end of the period of this report, the Company carried out an
evaluation, under the supervision and with the participation of the Company's
management, including the Company's Chief Executive Officer and the Company's
Chief Financial Officer, of the effectiveness of the design and operation of the
Company's disclosure controls and procedures. Based on the foregoing, the
Company's Chief Executive Officer and Chief Financial Officer concluded that the
Company's disclosure controls and procedures were effective.

There have been no significant changes in the Company's internal controls or in
other factors that could significantly affect the internal controls subsequent
to the date the Company completed its evaluation.


Item 8B  Other Information:
         ------------------

On November 16, 2005, the Registrant issued an option to acquire up to 2,000,000
shares of its common stock to Ephren Taylor, Jr., at an exercise price of $1.50
per share. The option was for two years and was immediately exercisable in whole
or part. The option expired at December 31, 2005 pursuant to it own terms as a
result of the fact the Optionee did not exercise the minimum option during said
fiscal quarter.





<PAGE>



                                    Part III

Item 9. Directors, Executive Officers, Promoters and Control Persons, Compliance
        ------------------------------------------------------------------------
        With Section 16(A) Of the Exchange Act
        --------------------------------------

        Name                          Age          Position
        -----                         ---          --------
        Stephen D. Replin             57            President and a Director


Directors are elected at each annual general meeting and serve until their
successors have been elected. Officers are appointed by the board of directors
and serve at the pleasure of the board.

Stephen D. Replin has been an officer and director of the Company since its
inception in September 1996. From October 1988 through the present, Mr. Replin
has served as the President of Regatta Capital, Ltd. Mr. Replin is the President
of Del Mar Income Partners, Ltd., a company which is currently in registration
for a public offering. Del Mar Income Partners, Ltd. intends to qualify as a
mortgage REIT if its public offering is successful. Mr. Replin has been an
asset-based lender in the state of Colorado since 1977. Mr. Replin received a
Bachelor of Science Degree in accounting from the University of Colorado in June
1969 and a Masters Degree in Business Administration, with distinction, from the
New York University Graduate School of Business in June 1971, majoring in
corporate finance and investments. Mr. Replin received his law degree from the
University of Denver College of Law in June 1976, and a Master of Law Degree
(LL.M) in taxation from the New York University School of Law in June 1977. Mr.
Replin is a certified public accountant, licensed in the state of Colorado.

As Mr. Replin is the sole officer and director of the Company, the Company does
not have an audit, compensation or nominating committee. The Company has also
not established a code of ethics.

Compliance with Section 16(a) of Securities Exchange Act of 1934

During the fiscal year ended December 31, 2005, our Director and Officer
complied with all applicable Section 16(a) filing requirements. This statement
is based solely on a review of the copies of such reports that reflect all
reportable transactions furnished to us by our Directors and Officers and their
written representations that such reports accurately reflect all reportable
transactions.



<PAGE>



Item 10. Executive Compensation
         ----------------------

     The following table on discloses all compensation received by the Company's
President (the Company's Chief Executive Officer) during the three years ending
December 31, 2005. During this three-year period no executive officer received
annual salary and bonus payments from the Company in excess of $100,000.
<TABLE>
<CAPTION>

                                   Annual Compensation                 Long Term Compensation
                               ---------------------------       ----------------------------------
                                                    Other                     Securities                  All
Name and                                           Annual        Restricted   Underlying                  Other
Principal                                          Compen-         Stock       Options/      LTIP        Compen-
Position              Year     Salary    Bonus      sation         Awards        SARs       Payouts       sation
---------             ----     ------    -----     -------       ----------   ----------    -------      -------
<S>                   <C>      <C>       <C>       <C>           <C>          <C>           <C>          <C>
Stephen Replin,       2005        --       --         --             --            --          --            --
President             2004        --       --         --             --            --          --            --
                      2003        --       --         --             --            --          --            --
</TABLE>


Item 11. Security Ownership Of Certain Beneficial Owners And Management.
         ---------------------------------------------------------------

The following table shows the ownership of the Company's common stock by the
Company's officers and directors and by those persons known by the Company to be
the beneficial owners of more than 5% of the Company's common stock as of March
20, 2006. Unless otherwise indicated all shares are owned of record.

                                                       Percent
                                                          of
Name and Address                Shares Owned            Class
---------------                 -------------          -------
Stephen D. Replin                4,870,000(1)           81.2%
222 Milwaukee St.
Suite 304
Denver, CO 80206

All Officers and Directors as
a Group (1 person )              4,870,000              81.2%

 (1)     Includes shares owned by various business entities controlled by Mr.
         Replin.

There are no arrangements known to the Company which may result in a change in
control of the Company.


Item 12. Certain Relationships And Related Transactions.
         -----------------------------------------------

Since September 1996 Regatta Capital, Ltd. has provided office space, furniture,
and office equipment to the Company. Regatta Capital is controlled by Stephen
Replin, an officer and director of the Company. As of December 31, 2002 Regatta
Capital had not charged the Company for rent or any related costs or expenses.
It is not expected that Regatta Capital will charge the Company for rent or
other services until the Company begins to generate revenues.

Regatta Capital Ltd., a company owned by the president of the Company has
periodically paid for certain expenses on behalf of the Company. At September
30, 2005, the Company was indebted in the amount of $18,555 to Regatta Capital
Ltd. However on October 27, 2005, the Company issued 1,000,000 shares of its
common stock to Regatta Capital Ltd., in satisfaction of that debt.



<PAGE>

Item 13. Exhibits And Reports On Form 8-K
         --------------------------------
(a)   Exhibits

  3.1   Articles and Bylaws (1)

 31.1   Sarbanes Oxley Section 302 Certification

 31.2   Sarbanes Oxley Section 302 Certification

 32.1   Sarbanes Oxley Section 906 Certification

 32.2   Sarbanes Oxley Section 906 Certification


(1) Incorporated by reference, and as same exhibit number, from the Company's
Registration Statement on Form 10-SB (Commission File Number 0-27609).

(b)   The Company did not file any reports on Form 8-K during the quarter ending
December 31, 2004. However a Current Report on Form 8-K was filed on January 20,
2005 and amended on January 31, 2005 to report the change in the Company's
auditors.


Item 14.  Principal Accountant Fees And Services
          --------------------------------------

Cordovano and Honeck, LLP., Certified Public Accountants, are the Company's
independent auditors to examine the financial statements of the Company for the
fiscal year ending December 31, 2005 and 2004. Cordovano and Honeck, LLP., has
performed the following services and has been paid the following fees for these
fiscal years.

Audit Fees
----------
Cordovano and Honeck, LLP., was paid aggregate fees of $2,750 for the fiscal
year ended December 31, 2004 and $2,750 for the fiscal year ended December 31,
2003 for professional services rendered for the audit of the Company's annual
financial statements and for the reviews of the financial statements included in
Company's quarterly reports on Form 10QSB during these fiscal years.


Audit-Related Fees
------------------
Cordovano and Honeck, LLP., was not paid any additional fees for the fiscal
years ended December 31, 2004 and December 31, 2003 for assurance and related
services reasonably related to the performance of the audit or review of the
Company's financial statements.

Tax Fees
--------
Cordovano and Honeck, LLP., was not paid any fees for the fiscal years ended
December 31, 2004 and December 31, 2003 for professional services rendered for
tax compliance, tax advice and tax planning.

Other Fees
----------
Cordovano and Honeck, LLP., was paid no other fees for professional services
during the fiscal years ended December 31, 2004 and December 31, 2003.


<PAGE>



                                   SIGNATURES


     In accordance with Section 13 or 15(a) of the Exchange Act, the Registrant
has caused this Report to be signed on its behalf by the undersigned, thereunto
duly authorized on the 27th day of March, 2006.

                                       MONET ENTERTAINMENT GROUP, LTD.


                                       /s/ Stephen D. Replin
                                       -----------------------------------------
                                       Stephen D. Replin, President, Chief
                                       Executive Officer and Principal Financial
                                       Officer


     In accordance with the Exchange Act, this Report has been signed by the
following persons on behalf of the Registrant in the capacities and on the dates
indicated.


Signature                           Title                       Date
---------                           -----                       ----

/s/ Stephen D Replin
--------------------
Stephen Replin                    Director                  March 27, 2006