UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

(Mark One)

|X|   Quarterly report under Section 13 or 15(d) of the Securities Exchange Act
      of 1934

      For the quarterly period 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 0-51168

                        Devine Entertainment Corporation
        (Exact Name of Small Business Issuer as Specified in Its Charter)

              Ontario, Canada                           Not Applicable
      (State or other Jurisdiction of                  (I.R.S. Employer
       Incorporation or Organization)                 Identification No.)

         Suite 504, 2 Berkeley Street, Toronto, Ontario, Canada M5A 2W3
                     (Address of Principal Executive Office)

                                 (416) 364-2282
                           (Issuer's Telephone Number)

                                 Not Applicable
              ----------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report)

      Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes |X|
No |_|

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

      State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: As of November 11, 2005, the
issuer had 33,353,508 Common Shares outstanding.

      Transitional Small Business Disclosure Format (check one): Yes |_| No |X|


<PAGE>

                          PART I--FINANCIAL INFORMATION

Item 1. Financial Statements.

                        DEVINE ENTERTAINMENT CORPORATION

                    INTERIM CONSOLIDATED FINANCIAL STATEMENTS
                      (Unaudited - Prepared by Management)

                               September 30, 2005


                         (Expressed in Canadian Dollars)

<PAGE>


                                                                         PAGE II

                        DEVINE ENTERTAINMENT CORPORATION

                       INTERIM CONSOLIDATED BALANCE SHEET
                      (Unaudited - Prepared by Management)
                         (Expressed in Canadian Dollars)

<TABLE>
<CAPTION>
                                                     ASSETS

                                                                                September 30             December 31
                                                                                        2005                    2004
                                                                                ------------            ------------
Current
-------
<S>                                                                             <C>                     <C>
Cash                                                                            $    162,039            $    104,727
Accounts receivable                                                                   69,701                 655,482
Inventory                                                                             73,183                  26,013
Tax credits receivable                                                                    --                 299,097
Prepaid and sundry assets (Note 12)                                                  139,582                  42,066
                                                                                ------------            ------------

                                                                                     444,505               1,127,385

Advances receivable                                                                  494,550                 494,550
Investment in film, television programs and recordings (Note 3)                    7,663,967               9,407,576
Deferred financing charges                                                             4,250                  36,123
Property and equipment (Note 4)                                                       25,606                  31,727
                                                                                ------------            ------------
                                                                                $  8,632,878            $ 11,097,361
                                                                                ============            ============

                                                   LIABILITIES

Current

Bank film production loan (Note 5)                                              $         --            $    919,664
Accounts payable and accrued liabilities                                           1,042,979               1,041,147
Convertible debentures (Note 6)                                                    1,519,290               1,519,290
Deferred revenue                                                                          --              (2,658,971)
                                                                                ------------            ------------
                                                                                   2,562,269               6,139,072
                                                                                ------------            ------------

Contingency and commitments (Notes 8 and 17)

                                               SHAREHOLDERS' EQUITY

Capital stock (Note 9)                                                          $ 12,250,285            $ 11,703,437
Contributed surplus (Note 11)                                                        997,186               1,051,886
Deficit                                                                           (7,176,862)             (7,797,034)
                                                                                ------------            ------------
                                                                                   6,070,609              (4,958,289)
                                                                                ------------            ------------
                                                                                $  8,632,878            $ 11,097,361
                                                                                ============            ============
</TABLE>

See accompanying notes to interim consolidated financial statements.


<PAGE>

                                                                        PAGE III

                        DEVINE ENTERTAINMENT CORPORATION

             INTERIM CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
                      (Unaudited - Prepared by Management)
                         (Expressed in Canadian Dollars)

          FOR THE PERIOD ENDED SEPTEMBER 30, 2005 AND DECEMBER 31, 2004

<TABLE>
<CAPTION>
                                                                       Stock                            Contributed
                                 Common Shares          Warrants      Options      Preferred Shares       Surplus          Deficit
                                 -------------          --------      -------      ----------------       -------          -------
                                 #           $              #            #           #          $            $                $
                                                                                                         (Note 11)
<S>                         <C>          <C>           <C>              <C>     <C>         <C>          <C>           <C>
BALANCE,
January 1, 2004             14,261,838   9,393,316      550,000          --         --          --        466,313      (12,095,951)

ISSUED
- on settlement of -
bank loans                     100,000      10,000           --          --         --          --             --               --
- on settlement
of long-term debt            2,042,054     204,205    1,830,000          --         --          --         18,300               --
- pursuant to private
placement                    1,100,000     121,000      866,616          --         --          --         99,000               --
- pursuant to
private placement            5,160,000     464,400    2,580,000          --         --          --         51,600               --
- for cash consideration       100,000      10,000           --          --         --          --             --               --
- on settlement of
advances from
related parties              4,717,082     471,708           --          --         --          --             --               --
- on settlements of
accounts payable and
accruals                     4,022,918     461,569           --          --         --          --        371,823               --
- on conversion of
warrants                       366,666      55,000     (366,666)         --         --          --        (55,000)              --
- on issuance to Devine
Limited Partnership            380,450     351,800           --          --    494,550     494,550             --               --
- tax benefits utilized
by limited
partnership                         --    (306,000)          --          --         --          --             --               --
- on issuance of stock
options                             --          --           --   3,440,000         --          --         99,850               --
Less: share issuance
costs                               --     (28,111)          --          --         --          --             --               --

NET INCOME                          --          --           --          --         --          --             --        4,298,917
                            --------------------------------------------------------------------------------------------------------
BALANCE,
December 31, 2004           32,251,008  11,208,887    5,459,950   3,440,000    494,550     494,550      1,051,886       (7,797,034)

ISSUED
- on conversion
of warrants                  2,547,500     433,450   (2,547,500)         --         --          --        (50,950)              --
- on exercise of
stock options                  125,000      16,250           --    (125,000)        --          --         (3,750)              --
- on settlement for
services rendered              430,000      97,148           --          --         --          --             --               --
- expired
options/warrants                    --          --      (32,500)   (135,000)        --          --             --               --

NET INCOME                          --          --           --          --         --          --             --          620,172
                            --------------------------------------------------------------------------------------------------------
BALANCE,
September 30, 2005          35,353,508  11,755,735    2,879,950   3,180,000    494,550     494,550        997,186       (7,176,862)
                            ========================================================================================================
</TABLE>

See accompanying notes to interim consolidated financial statements.

<PAGE>

                                                                         PAGE IV

                        DEVINE ENTERTAINMENT CORPORATION

                  INTERIM CONSOLIDATED STATEMENT OF OPERATIONS
                      (Unaudited - Prepared by Management)
                         (Expressed in Canadian Dollars)

<TABLE>
<CAPTION>
                                                     Three months ended             Nine months ended
                                                        September 30,                 September 30,

                                                    2005           2004            2005             2004
                                                    ----           ----            ----             ----
<S>                                            <C>             <C>             <C>             <C>
REVENUE                                        $    180,899    $  3,115,182    $  3,551,396    $  3,602,454
                                               ------------    ------------    ------------    ------------
EXPENSES
Operating                                           192,765         479,592         582,600         832,168
Amortization
- film, television programs and recordings          290,907       2,178,574       2,277,745       2,408,571
- property and equipment                              1,895           2,244           6,122           5,749
Write down of investment in film, television
programs and recordings                                  --              --              --       1,000,000
Gain on settlement of debt                               --        (276,482)             --      (4,316,307)
Interest                                             18,498          49,401          52,568         (65,560)
                                               ------------    ------------    ------------    ------------
                                                    504,065       2,433,329       2,919,035        (135,379)
                                               ------------    ------------    ------------    ------------

INCOME (LOSS) before income taxes                  (323,166)        681,853         632,361       3,737,833
                                               ------------    ------------    ------------    ------------
Income taxes                                             --         482,856         334,804       1,857,356
Benefit of losses carried forward                        --        (482,500)       (322,615)     (1,857,000)
                                               ------------    ------------    ------------    ------------
Provision for income taxes                               --             356          12,189             356
                                               ------------    ------------    ------------    ------------

NET INCOME (LOSS) for the period                   (323,166)        681,497         620,172       3,737,477

DEFICIT, beginning of period                     (6,853,696)     (9,039,971)     (7,797,034)    (12,095,951)
                                               ------------    ------------    ------------    ------------
DEFICIT, end of period                         $ (7,176,862)   $ (8,358,474)   $ (7,176,862)   $ (8,358,474)
                                               ============    ============    ============    ============

EARNINGS (LOSS) PER COMMON SHARE (Note 10)

Basic                                          $      (0.01)   $       0.03    $       0.02    $       0.19

Fully Diluted                                  $      (0.01)   $       0.03    $       0.02    $       0.19

THE WEIGHTED AVERAGE SHARES

  - BASIC                                        35,353,508      24,286,860      35,080,761      19,245,570

  - FULLY DILUTED                                35,353,508      24,653,527      36,959,342      19,369,135
</TABLE>

See accompanying notes to interim consolidated financial statements.

<PAGE>

                                                                          PAGE V

                        DEVINE ENTERTAINMENT CORPORATION

                  INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS
                      (Unaudited - Prepared by Management)
                         (Expressed in Canadian Dollars)

<TABLE>
<CAPTION>
                                                               Three months ended                     Nine months ended
                                                                  September 30,                         September 30,

                                                            2005                2004                2005              2004
                                                            ----                ----                ----              ----
<S>                                                  <C>                  <C>                <C>                <C>
OPERATING ACTIVITIES
Net income (loss) for the period                     $    (323,166)       $    681,497       $     620,172      $   3,737,477
Gain on settlement of debt                                   --               (276,482)              --            (4,316,307)
Write down of film library                                   --                  --                  --             1,000,000
Amortization  -  film, television programs
                 and recordings                            290,907           2,178,574           2,277,745          2,408,571
              -  property and equipment                      1,895               2,244               6,121              5,749
              -  financing charges                           4,250               7,990              31,873             23,970
Operating expenses paid in common shares                     --                113,000              18,400            113,000
Change in non-cash components of
  working capital (Note 13)                                (68,629)         (1,864,027)         (1,838,199)          (781,699)
                                                     -------------        ------------        ------------      -------------
                                                           (94,743)            842,796           1,116,112          2,190,761
                                                     -------------        ------------        ------------      -------------
FINANCING ACTIVITIES
Increase in bank loans                                       --                  22,456              --               680,709
Repayment of bank loans                                      --                (922,198)          (919,664)        (1,047,198)
Issuance of shares on conversion of warrants                 --                  71,889            382,500            817,889
Issuance of shares on exercise of options                    --                  --                 12,500              --
Repayment of long term debt                                  --                  --                  --              (445,000)
Increase in advances from related parties                    --                  --                  --               467,883
                                                     -------------        ------------        ------------      -------------
                                                             --                (827,853)          (524,664)           474,283
                                                     -------------        ------------        ------------      -------------
INVESTING ACTIVITIES
Purchase of property and equipment                           --                 (10,421)             --               (14,171)
Investment in film, television programs
  and recordings                                           (35,928)           (137,322)           (534,136)         (3,288,489)
                                                     -------------        ------------        ------------      -------------
                                                           (35,928)           (147,743)           (534,136)        (3,302,660)
                                                     -------------        ------------        ------------      -------------

CHANGE IN CASH                                           (130,671)           (132,800)              57,312           (637,616)

CASH, beginning of period                                  292,710             237,615             104,727            742,431
                                                     -------------        ------------        ------------      -------------

CASH, end of period                                  $     162,039        $    104,815        $    162,039      $     104,815
                                                     =============        ============        ============      =============

SUPPLEMENTARY CASH FLOW INFORMATION
     Interest paid                                   $       --           $     65,575        $     18,423      $     138,997
     Income taxes paid                                       --                    356              12,189                356
</TABLE>

See accompanying notes to interim consolidated financial statements.

<PAGE>

                                                                         PAGE VI

                        DEVINE ENTERTAINMENT CORPORATION

               NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
                      (Unaudited - Prepared by Management)

                        (Expressed in Canadian Dollars)
                               SEPTEMBER 30, 2005

1.    NATURE OF BUSINESS

      Devine   Entertainment   Corporation  ("the  Company")  is  an  integrated
      developer  and producer of  children's  and family  programs for worldwide
      television and film broadcast and home video markets.

      Television and film production and distribution is highly  speculative and
      inherently  risky.  There can be no assurance  of the economic  success of
      such television and film  programming  since the revenues derived from the
      production  and  distribution  (which  do not  necessarily  bear a  direct
      correlation  to the  production or  distribution  costs  incurred)  depend
      primarily upon their acceptance by the public.

      The success of the Company's  television and film  programming also may be
      impacted by, among other factors,  prevailing advertising rates, which are
      subject to fluctuation.  Therefore,  there is a substantial risk that some
      or all of the  Company's  television  projects  will  not be  commercially
      successful,  resulting in costs not being recouped or anticipated  profits
      not being realized.

      These  financial  statements have been prepared on the basis of accounting
      principles  applicable to a going concern,  which presumes the realization
      of assets and settlement of liabilities in the normal course of operations
      in the foreseeable future.

      The Company has a significant working capital deficiency and its continued
      existence is dependent upon its ability to restore and maintain profitable
      operations and to successfully convert convertible  debentures,  which are
      currently in default.

      If the going concern  assumption  were not appropriate for these financial
      statements,  then adjustments would be necessary in the carrying values of
      assets and liabilities and the reported net income.

2.    BASIS OF PRESENTATION

      The accompanying  unaudited interim consolidated financial statements have
      been  prepared  in  accordance  with  the  requirements  of  the  Canadian
      Institute  of  Chartered   Accountants  ("CICA")  Handbook  Section  1751,
      "Interim  Financial  Statements."  Accordingly,  certain  information  and
      footnote  disclosure  normally  included  in annual  financial  statements
      prepared  in  accordance  with  Canadian  generally  accepted   accounting
      principles  ("GAAP")  have  been  omitted  or  condensed.   These  interim
      consolidated financial statements include the accounts of the Company, its
      subsidiaries and variable  interest  entities.  All material  intercompany
      balances and transactions  have been eliminated.  These unaudited  interim
      consolidated  financial statements and supplemental  information should be
      read in  conjunction  with the Company's  audited  consolidated  financial
      statements  as at and for the year ended  December 31, 2004, as set out in
      the December 2004 Annual Report.

      In the opinion of management,  these  statements  include all  adjustments
      (consisting  of  normal  recurring  accruals)   considered   necessary  by
      management  to present a fair  statement  of the  results  of  operations,
      financial  position and cash flows.  The  unaudited  interim  consolidated
      financial  statements were prepared using the same accounting policies and
      methods  as those used in the  Company's  audited  consolidated  financial
      statements for the year ended December 31, 2004.

      These  interim  consolidated  financial  statements  have been prepared in
      accordance with accounting  principles  generally  accepted in Canada that
      conform, in all material respects,  with U.S. GAAP, except as described in
      Note 15 to the interim financial statements.


<PAGE>

                                                                        PAGE VII

                        DEVINE ENTERTAINMENT CORPORATION

               NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
                      (Unaudited - Prepared by Management)

                               SEPTEMBER 30, 2005

3.    INVESTMENT IN FILM, TELEVISION PROGRAMS AND RECORDINGS

<TABLE>
<CAPTION>
                                                                        September 30, 2005                  December 31, 2004
                                                                        ------------------                  -----------------
                                                                           Accumulated
                                                              Cost         Amortization           Net              Net
                                                              ----         ------------           ---              ---
<S>                                                        <C>              <C>              <C>              <C>
      Completed television programs and recordings         $16,025,341      $13,177,779      $ 2,847,562      $ 3,096,399
      Completed motion picture - Bailey's Billion$           6,969,638        3,795,318        3,174,320        5,407,622
      Projects in progress                                   1,642,085             --          1,642,085          903,555
                                                           -----------      -----------      -----------      -----------
                                                           $24,637,064      $16,973,097      $ 7,663,967      $ 9,407,576
                                                           ===========      ===========      ===========      ===========
</TABLE>

      The Company  expects to amortize  approximately  $1,100,000  for completed
      television  programs and  recording  costs and  $2,100,000  for  completed
      motion picture costs during the current fiscal year.

      The Company  expects 98% of completed  television  programs and recordings
      and  62%  of  completed   motion   picture  costs  will  be  amortized  by
      December 31, 2007.

      As at December 2011 over 80% of the completed motion picture costs will be
      amortized.

      The remaining  period of  amortization  for the completed  projects ranges
      from two to nine years at December 31, 2004.

4.    PROPERTY AND EQUIPMENT

<TABLE>
<CAPTION>
                                                      September 30, 2005               December 31, 2004
                                                      ------------------               -----------------
                                                         Accumulated
                                               Cost      Amortization       Net               Net
                                               ----      ------------       ---               ---
<S>                                          <C>           <C>           <C>               <C>
      Computer and editing equipment         $177,922      $158,694      $ 19,228          $ 24,284
      Furniture and fixtures                   58,193        51,815         6,378             7,443
                                             --------      --------      --------          --------
                                             $236,115      $210,509      $ 25,606          $ 31,727
                                             ========      ========      ========          ========
</TABLE>

<PAGE>

                                                                       PAGE VIII

                        DEVINE ENTERTAINMENT CORPORATION

               NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
                      (Unaudited - Prepared by Management)

                               SEPTEMBER 30, 2005

5.    BANK FILM PRODUCTION LOAN

                                                       September 30  December 31
                                                           2005         2004
                                                           ----         ----
      Term loan bearing interest at a fluctuating
      per annum rate equal to 1.25% plus the Base
      Rate of the Comerica Bank, repayable on
      November 30, 2004, secured by a general
      security agreement against all the assets of
      one of the 100% owned subsidiaries of Devine
      Entertainment Corporation. On December 10,
      2004, the loan was extended to April 4, 2005.
      This loan was used for the financing of the
      motion picture "Bailey's Billion$". The loan
      was repaid on May 24, 2005.                        $ --          $919,664
                                                         ====          ========

      Interest on the above bank film  production loan for the nine month period
      ended September 30, 2005 totalled $18,423 (September 30, 2004 - $109,974).

6.    CONVERTIBLE DEBENTURES

                                                  September 30       December 31
                                                      2005               2004
                                                      ----               ----
            Principal
              Issued
              - February 1996 (i)                 $    75,000       $    75,000
              - December 2000 (ii)                    550,000           550,000
              - December 2000 (iii)                   835,800           835,800
              - Capitalized interest (iv)             240,000           240,000
                                                    1,700,800         1,700,800
            Less - equity component                  (181,510)         (181,510)
                                                  -----------       -----------
                                                  $ 1,519,290       $ 1,519,290
                                                  ===========       ===========

      (i)   The  Company   issued  a  7.5%   $100,000   redeemable   convertible
            subordinated  debenture  in February  1996.  This  debenture  was to
            mature on December 31, 2000.  The debenture was  convertible  at the
            holder's  option into common shares at any time prior to maturity at
            a conversion rate of $1.50 per share.

            Management  renegotiated  repayment  terms of this  debenture  at an
            increased interest rate of 10%. The principal was re-payable in four
            quarterly  payments during 2001 of $25,000 plus interest.  The first
            instalment  was made in April 2001.  The Company is still in default
            on the second,  third and fourth  instalments.  As at September  30,
            2005,  there remains an outstanding  balance of $75,000 plus $35,625
            (December 31, 2004 - $30,000) in accrued interest on this debenture.
            As a result of the default,  the  debenture is classified as current
            liability on the balance sheet.

<PAGE>

                                                                         PAGE IX

                        DEVINE ENTERTAINMENT CORPORATION

               NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
                      (Unaudited - Prepared by Management)

                               SEPTEMBER 30, 2005

6.       CONVERTIBLE DEBENTURES (Continued)

      (ii)  The Company  issued  550,000  units of  debentures  and  warrants in
            December 2000 for $550,000 less costs of $85,000 for net proceeds to
            the Company of $465,000. Each unit consists of a $1.00 debenture and
            1  immediately   separable  warrant.   The  redeemable   convertible
            subordinated  debentures  mature on December 31, 2005, bear interest
            at 10.5% per annum,  and are payable  semi-annually.  The debentures
            are  convertible  at the holders'  option into common  shares at any
            time prior to  maturity  on the basis of one common  share per $0.50
            principal  amount of debenture.  The debentures are  subordinated to
            certain  senior  indebtedness  of the Company.  As at September  30,
            2005,  the  Company  is in  default  of an  outstanding  balance  of
            $151,027 (December 31, 2004 - $107,713) in accrued interest on these
            debentures.  As a result of the default, the debenture is classified
            as current liability on the balance sheet.

      (iii) On December  19,  2000,  the Company  obtained  the  approval of the
            holders of the 7.5% debentures issued December,  1995 to: (i) extend
            the maturity date to December 31, 2002;  (ii) reduce the  conversion
            rate to $0.50 per common share;  (iii) increase the rate of interest
            applicable  to 10.5% per  annum;  (iv)  issue to the  holders of the
            debentures one warrant for each $1.00 principal  amount held by such
            holder;  and (v) to secure the 7.5%  debentures by way of a floating
            charge over all of the Company's assets,  such floating charge to be
            subordinated  to all existing and future "Senior  Indebtedness"  and
            "Permitted  Encumbrances"  and to rank  pari  passu  with  identical
            security  to be granted to  holders  of up to  $1,000,000  principal
            amount of convertible  debentures  issued by the Company on December
            21,  2000.  The  Company  is in  default  on  the  repayment  of the
            debentures.  As at September 30, 2005,  there remains an outstanding
            balance  of  $227,389  (December  31,  2004 -  $161,569)  in accrued
            interest  on these  debentures.  As a  result  of the  default,  the
            debenture is classified as current liability on the balance sheet.

            Management is in constant  communication  with the debenture holders
            and expects that the Company  will be able to settle the  debentures
            in the normal course of operations.

      (iv)  As part of the  settlement  of the long-term  debt,  the Company has
            granted the same  conversion  privileges to $240,000  portion of the
            interest  accrued on the  debentures  described  in notes  6(ii) and
            6(iii) as on the related debentures.  As at September 30, 2005 there
            is an outstanding amount of $31,500 (December 31, 2004 - $12,600) in
            accrued  interest.  As a result of the  default,  the  debenture  is
            classified as current liability on the balance sheet.

7.    INTEREST EXPENSE

<TABLE>
<CAPTION>
                                                           Three months ended            Nine months ended
                                                              September 30,                 September 30,
                                                          2005           2004          2005            2004
                                                          ----           ----          ----            ----
<S>                                                    <C>            <C>           <C>             <C>
Interest on convertible debentures                     $ 44,552       $ 44,552      $ 168,245       $ 159,800
Other                                                     4,658          4,849         18,423          65,409
                                                       --------       --------      ---------       ---------
                                                         49,210         49,401        186,668         225,209
Interest income                                          (8,615)            --        (34,362)             --
Adjustment to prior period estimates                         --             --             --        (126,693)
                                                       --------       --------      ---------       ---------
                                                         40,595         49,401        152,306          98,516
Less: amounts capitalized to projects in progress       (22,097)            --        (99,738)       (164,076)
                                                       --------       --------      ---------       ---------
                                                         18,498         49,401         52,568         (65,560)
                                                       --------       --------      ---------       ---------
</TABLE>

<PAGE>

                                                                          PAGE X

                        DEVINE ENTERTAINMENT CORPORATION

               NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
                      (Unaudited - Prepared by Management)

                               SEPTEMBER 30, 2005

8.    COMMITMENTS

      (a)   The Company has a rental  lease  commitment  for its  premises.  The
            agreement  expires May 31,  2009.  Minimum  annual rent  commitments
            excluding occupancy costs are as follows:

                         2005                  $ 6,500
                         2006                   27,000
                         2007                   28,000
                         2008                   29,000
                         2009                   13,000

      (b)   The  Company  has  employment   agreements  with  various  principal
            officers and employees.  The  agreements  provide for minimum salary
            levels.

      (c)   The Company has entered  into  contractual  agreements  for creative
            talent related to future film production.

      (d)   The  purchasers  of  the  copyright   interest  are  entitled  to  a
            distribution  of the future  revenue  earned from the motion picture
            "Bailey's  Billion$" up to the original amount of the purchase price
            of  $2,477,500  at a  rate  ranging  up to  42%.  Subsequent  to the
            priority  distribution,  all the amounts would be  distributed  pari
            passu in accordance with the percentage ownership acquired.

      (e)   The distributors of the film are entitled to a priority distribution
            of the  future  revenue  earned  from the motion  picture  "Bailey's
            Billion$"  up to the original  amount of the  purchase  price in the
            amount of $2,908,971.  Subsequent to the priority distribution,  all
            the amounts would be distributed in accordance  with the contractual
            agreements.

      (f)   During  the  first  quarter  of 2005,  the  Company  entered  into a
            services   agreement   with   the  QCF  2005   Limited   Partnership
            ("Partnership").  Under the terms of the agreement,  the Partnership
            will incur certain  expenses,  until December 31, 2005,  relating to
            the following  services  required in connection  with the conduct of
            business of the Company.

            o     Labour, employment and all other "direct" services;

            o     Marketing services,  including production and placement of all
                  required advertising;

            o     The incurring of other operating expenses,  excluding payments
                  for the purchase of real property,

            o     Administrative services;

            o     Certain  development  services required in connection with new
                  projects of the business

            In return, the Partnership would be entitled to a royalty equal to a
            percentage  of gross  revenue of the Company for the calendar  years
            from 2005 to 2015,  payable  60 days  after the  completion  of each
            calendar year in connection  with the expenses  incurred during such
            year.

            The accounts of this variable  interest entity have been included in
            the consolidated financial statements of the Company.


<PAGE>

                                                                         PAGE XI

                        DEVINE ENTERTAINMENT CORPORATION

               NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
                      (Unaudited - Prepared by Management)

                               SEPTEMBER 30, 2005

9.    CAPITAL STOCK

      (a)   Authorized

            An unlimited number of common shares and Class "A" preferred shares;
            494,550 of Series 1 Class A preferred shares.

      (b)   Issued - common shares

<TABLE>
<CAPTION>
                                                                     Number           Amount
                                                                     ------           ------
            <S>                                                    <C>             <C>
            Balance, December 31, 2004                             32,251,008      $11,208,887

            Common shares issued for services rendered                 80,000           18,400

            Common shares issued on conversion of warrants          2,547,500          433,450

            Common shares issued for settlement of payables           350,000           78,748

            Common shares issued on exercise of stock options         125,000           16,250
                                                                   ----------      -----------
            Balance, September 30, 2005                            35,353,508      $11,755,735
                                                                   ==========      ===========
</TABLE>

      (c)   Issued - Series 1 Class A preferred shares

<TABLE>
<CAPTION>
                                                                      Number           Amount
                                                                      ------           ------
            <S>                                                       <C>             <C>
            Balance, December 31, 2004 and September 30, 2005         494,550         $494,550
                                                                      -------         --------
</TABLE>

            The   Series   1   Class  A   preferred   shares   are   non-voting,
            non-participating,  $1 redeemable  and  retractable.  The shares pay
            dividends  at  the  rate  of  9.1%  per  annum   payable  in  annual
            instalments  on the  15th day of  December  in each  year and  shall
            accrue and be cumulative from the date of issue. As at September 30,
            2005 dividends in arrears amounted to $33,753.

      (d)   Stock Option Plan

            Under the terms of a stock option plan approved by the shareholders,
            the Company is authorized to grant  directors,  officers,  employees
            and others, options to purchase common shares at prices based on the
            market price of shares as determined on the date of grant.


<PAGE>

                                                                        PAGE XII

                        DEVINE ENTERTAINMENT CORPORATION

               NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
                      (Unaudited - Prepared by Management)

                               SEPTEMBER 30, 2005

9.    CAPITAL STOCK (Continued)

                  The outstanding and exercisable stock options are as follows:

                                                            Weighted    Average
                                               Number       Allocated   Exercise
            Outstanding and Exercisable      of Options       Value      Price
            --------------------------------------------------------------------
            Balance, December 31, 2004        3,440,000     $ 99,850     $0.11
            Exercised                          (125,000)      (3,750)     0.10
            Expired                            (135,000)          --      0.15
                                              ---------     --------
            Balance, September 30, 2005       3,180,000     $ 96,100     $0.11
                                              =========     ========

                          Options Outstanding  Weighted Average   Exercise
                            and Exercisable      Remaining Life    Price
                          ------------------------------------------------
                                 100,000               1.00        $0.30
                               3,080,000               3.92         0.10
                               ---------
                               3,180,000               3.83
                               =========

      (e)   Warrants

            Common  shares have been  reserved  for  warrants  on the  following
            basis:

                                                                        Average
                                              Number      Allocated    Exercise
            Outstanding and Exercisable    of Warrants      Value        Price
            ------------------------------------------------------------------

            Balance, December 31, 2004      5,459,950      $113,900     $0.37

              Converted to common shares   (2,547,500)      (50,950)     0.15
              Expired                         (32,500)           --      0.15
                                           ----------      --------
            Balance, September 30, 2005     2,879,950      $ 62,950     $0.36
                                           ==========      ========


<PAGE>

                                                                       PAGE XIII

                        DEVINE ENTERTAINMENT CORPORATION

               NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
                      (Unaudited - Prepared by Management)

                               SEPTEMBER 30, 2005

9.       CAPITAL STOCK (Continued)

<TABLE>
<CAPTION>
                                                            Number           Exercise
            Expiry Date               Grant Date          of Warrants          Price
            -------------------------------------------------------------------------
            <S>                     <C>                    <C>              <C>
            December 31, 2005       December 31, 2000        550,000              $0.50
            September 26, 2006      June 30, 2004            499,950        0.15 - 0.20
            February 26, 2007       June 30, 2004          1,830,000               0.50
                                                           ---------
                                                           2,879,950
                                                           =========
</TABLE>

10.   EARNINGS (LOSS) PER COMMON SHARE (EPS)

      The following  table sets forth the computation of basic and fully diluted
      EPS.

<TABLE>
<CAPTION>
                                                            Three Months Ended                     Nine Months Ended
                                                               September 30,                         September 30,
                                                  --------------------------------------------------------------------
                                                        2005                2004              2005               2004
<S>                                               <C>                <C>               <C>                <C>
      Numerator:
      ----------
      Net income (loss) for the period            $   (323,166)      $    681,497      $    620,172       $  3,737,477
      Less adjustment for cumulative
      dividends on preferred shares                    (11,251)                --           (33,753)                --
                                                  ------------       ------------      ------------       ------------
      Net income (loss) for basic and
      fully diluted EPS                           $   (334,417)      $    681,497      $    586,419       $  3,737,477
                                                  ====================================================================
      Denominator:
      ------------
      Weighted average shares for
      basic EPS                                     35,353,508         24,286,860        35,080,761         19,245,570
      Effect of dilutive securities:
        Stock options                                       --                 --         1,400,585                 --
        Warrants                                            --            366,667           477,996            123,565
                                                  ------------       ------------      ------------       ------------
      Adjusted weighted average
      shares and assumed conversions
      for dilutive securities (i)                   35,353,508         24,653,527        36,959,342         19,369,135
                                                  ====================================================================

      Basic EPS                                   $      (0.01)      $       0.03      $       0.02       $       0.19
      Fully Diluted EPS                           $      (0.01)      $       0.03      $       0.02       $       0.19

</TABLE>


<PAGE>

                                                                        PAGE XIV

                        DEVINE ENTERTAINMENT CORPORATION

               NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
                      (Unaudited - Prepared by Management)

                               SEPTEMBER 30, 2005

10.   EARNINGS (LOSS) PER COMMON SHARE (EPS) (Continued)

            (i) Fully  Diluted:  For the three month period ended  September 30,
            2005,  2,879,950  (September  30,  2004 -  4,909,950)  warrants  and
            3,180,000  (September  30,  2004 -  1,927,000)  options to  purchase
            common shares were not included in the  calculation of fully diluted
            EPS  because  the  effect  of  these   securities  would  have  been
            anti-dilutive.  Likewise,  the  debentures  amounting to  $1,519,290
            (September 30, 2004 - $1,519,290)  which are convertible into common
            shares  were not  included in the  calculation  as the effect of the
            conversion is anti-dilutive.

            For the nine  month  period  ended  September  30,  2005,  2,380,000
            (September 30, 2004 - 4,909,950) warrants and 100,000 (September 30,
            2004 -  1,927,000)  options  to  purchase  common  shares  were  not
            included in the  calculation  of fully  diluted EPS because of their
            anti-dilutive effect.  Likewise,  debentures amounting to $1,519,290
            (September 30, 2004 - $1,519,290)  which are convertible into common
            shares  were not  included in the  calculation  as the effect of the
            conversion is anti-dilutive.

11.   CONTRIBUTED SURPLUS

      Balance, December 31, 2004                                   $ 1,051,886
      Less: Stock Options exercised (Note 9(d))                         (3,750)
      Less: Warrants converted into common shares (Note 9(e))          (50,950)
                                                                   -----------
                                                                   $   997,186
                                                                   ===========

                                                     September 30,  December 31,
                                                         2005          2004
                                                         ----          ----

      Settlement of debt instruments                 $  656,626     $  656,626
      Equity component of long-term debt (Note 6)       181,510        181,510
      Stock Options (Note 9 (d))                         96,100
                                                                        99,850
      Warrants (Note 9(e))                               62,950        113,900
                                                     ----------     ----------
                                                     $  997,186     $1,051,886
                                                     ==========     ==========

12.   RELATED PARTY TRANSACTIONS

      During the nine month period ended September 30, 2005 $285,211  (September
      30,  2004 -  $176,470)  of fees  were  paid  or  accrued  to  corporations
      controlled by two of the  directors  for writing,  directing and producing
      services.  These transactions have been measured at exchange amount, which
      is the amount of  consideration  established  and agreed to by the related
      parties and which management believes reflect prevailing market rates.

      Included   in  prepaid   and  sundry   assets  is  an  amount  of  $26,304
      (December 31,   2004  -  $Nil)  representing  advances  to  a  corporation
      controlled by two of the directors for management fees.

<PAGE>

                                                                         PAGE XV

                        DEVINE ENTERTAINMENT CORPORATION

               NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
                      (Unaudited - Prepared by Management)

                               SEPTEMBER 30, 2005

13.   SUPPLEMENTARY CASH FLOW INFORMATION

<TABLE>
<CAPTION>
                                                           Three months ended                      Nine months ended
                                                              September 30,                           September 30,
                                                        2005                2004                2005               2004
                                                        ----                ----                ----               ----
<S>                                                 <C>               <C>               <C>               <C>
Change in non-cash components of
 working capital
Accounts receivable                                 $    86,884       $  (182,647)      $   585,781       $  (202,372)
Tax credits receivable                                       --           697,545           299,097          (802,455)
Inventory                                                15,911                --           (47,170)               --
Prepaid and sundry assets                               (45,232)           24,013           (97,516)          149,420
Accounts payable and accrued liabilities               (126,192)           74,562            80,580          (607,761)
Deferred revenue                                             --        (2,477,500)       (2,658,971)          681,469
                                                    -----------       -----------       -----------       -----------
                                                        (68,629)       (1,864,027)       (1,838,199)         (781,699)
                                                    -----------       -----------       -----------       -----------
Non-cash transactions
Shares issued on settlement of long-term debts      $        --       $   232,505       $        --       $   232,505
Accrued interest converted to
 long term debt principal                                    --           240,000                --           240,000
Settlement of accounts payable
 by share issuance                                           --           248,569            78,748           248,569
Settlement of loans from related parties by
 share issuance                                              --           471,708                --           471,708
Operating expenses settled by share issuance                 --           113,000            18,400           113,000

</TABLE>

14.   SEGMENTED INFORMATION

      The Company conducts its operations in one business segment: production of
      and distribution of internally produced films and television programs.

      Revenue by geographic location,  based on the location of customers, is as
      follows:

<TABLE>
<CAPTION>
                                       Three months ended                         Nine months ended
                                          September 30,                               September 30,
                                    2005                 2004                   2005                  2004
                                    ----                 ----                   ----                  ----
<S>                             <C>                   <C>                   <C>                   <C>
      Canada                    $   66,000            $2,498,000            $  359,000            $2,260,500
      United States                115,000               190,000               240,000               628,500
      France                             0                     0                99,000               287,000
      United Kingdom                     0                     0             2,659,000                     0
      Other foreign                      0               426,500               194,000               426,500

</TABLE>

<PAGE>

                                                                        PAGE XVI

                        DEVINE ENTERTAINMENT CORPORATION

               NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
                      (Unaudited - Prepared by Management)

                               SEPTEMBER 30, 2005


15.   RECONCILIATION TO UNITED STATES GAAP

      The interim  consolidated  financial  statements  of the Company have been
      prepared in  accordance  with  Canadian  GAAP.  The  material  differences
      between the  accounting  policies used by the Company under  Canadian GAAP
      and U.S. GAAP are disclosed below in accordance with the provisions of the
      Securities and Exchange Commission.

      (a)   Under  Canadian  GAAP,  the  conversion  feature on the  convertible
            debentures  (Note 6), is valued at $181,510 and has been  classified
            as contributed  surplus.  Under U.S. GAAP, the conversion feature is
            not accounted separately and thus would not flow through contributed
            surplus. This transaction occurred in 2000.

      (b)   Under Canadian GAAP, the exchange of convertible  debentures for new
            convertible  debentures and subsequent gain on settlement of the new
            convertible   debentures  were  valued  at  $284,803  and  has  been
            classified as contributed  surplus.  Under U.S. GAAP, the conversion
            and subsequent  settlement is not accounted for through  contributed
            surplus and would be recorded  through the  statement of  operations
            thus reducing the deficit. This transaction occurred in 2000.

      (c)   Under  Canadian  GAAP,  the  Company's  preferred  shares  have been
            included  in  shareholders'  equity  as the  Company  considers  the
            likelihood  of  redemption  by the holders to be remote.  Under U.S.
            GAAP,  the preferred  shares would be classified as a liability.  In
            addition,  cumulative  dividends  are part of the  liability for the
            shares.

            September 30, 2005             CDN GAAP        U.S. GAAP
            ------------------             --------        ---------
            Convertible debentures         1,519,290       1,700,800
            Contributed surplus              997,186         530,873
            Deficit                        7,176,862       6,925,812
            Other liabilities                      0         528,303
            Capital stock                 12,250,285      11,755,735

            December 31, 2004
            -----------------
            Convertible debentures         1,519,290       1,700,800
            Contributed surplus            1,051,886         585,573
            Deficit                        7,797,034       7,512,354
            Other liabilities                      0         494,673
            Capital stock                 11,703,437      11,208,887

<PAGE>

                                                                       PAGE XVII

                        DEVINE ENTERTAINMENT CORPORATION

               NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
                      (Unaudited - Prepared by Management)

                               SEPTEMBER 30, 2005

16.   COMPARATIVE FIGURES

      Certain of the  comparative  figures have been  reclassified to conform to
      the current year's presentation.

17.   CONTINGENCY

      In  the  normal   course  of   operations   the  Company  is  involved  in
      negotiations,  grievances and arbitrations  with guilds and unions related
      to the film production industry.  Management estimates that the grievances
      will not result in any future material financial obligation. No amount has
      been recorded in the interim consolidated financial statements with regard
      to this matter.

<PAGE>

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

General

      The discussion and analysis of the Company's results of operations for the
calendar quarter ended September 30, 2005 set forth below should be read in
conjunction with the Company's unaudited interim consolidated financial
statements and the notes thereto appearing elsewhere in this report. Such
discussion and analysis contains forward-looking statements. Forward-looking
statements are statements that are not historical facts. The Company's actual
results may differ significantly from those projected in the forward-looking
statements. The Company does not intend to update the forward-looking statements
to reflect actual results or changes in factors affecting such forward-looking
statements.

      The Company's consolidated financial statements have been prepared in
accordance with Canadian generally accepted accounting principles ("Canadian
GAAP"). The Company's consolidated financial statements conform, in all material
respects, with United States generally accepted accounting principles ("U.S.
GAAP"), except as described below under "-- Reconciliation to U.S. GAAP."

Revenue Recognition

      The  Company's  revenue is derived from  broadcast  licensing  agreements,
royalties,  distribution  fees, the sale of distribution  rights and the sale of
home videos. All revenue is recognized upon meeting all recognition requirements
of the American Institute of Certified Public Accountants' Statement of Position
00-2 ("SOP 00-2").  Revenue from broadcast licensing  agreements,  together with
related costs,  and revenue from the sale of copyright  interests are recognized
once the  licensing  periods have  commenced,  the programs  are  delivered  and
collection is reasonably  assured.  Revenue from royalties and distribution fees
is recognized  when received.  Revenue from the sale of  distribution  rights is
recognized when the film or television programs are substantially  complete, the
investors have irrevocably committed to acquire distribution rights and there is
reasonable assurance of collectibility of proceeds. Revenue


<PAGE>

from the sale of home  videos and DVDs is  recognized  at the time of  shipment.
Amounts received and not recognized as revenue are recorded as deferred revenue.

      The Company does not  anticipate any trends that will impact its revenues.
As the Company further executes its business strategy,  the Company expects that
its revenue will increase  primarily  from its expanded  operations  and product
line additions.

Investment in Film, Television Programs and Recordings

      Investment in film,  television programs and recordings represent projects
in  progress  and  the  unamortized  costs  of  film,  television  programs  and
recordings,  net of  anticipated  federal and  provincial  film  production  tax
credits,  which have been  produced  by the Company or for which the Company has
acquired  a  copyright  interest  or the  rights to future  revenue.  Such costs
include  development  and  production  expenditures,  capitalized  overhead  and
financing  costs and other costs,  which are expected to benefit future periods.
Under SOP 00-2,  exploitation costs,  including advertising and marketing costs,
are being  expensed as  incurred.  The Company  also has an interest in programs
which have been fully amortized in prior years and have no carrying value in the
Company's consolidated financial statements.

      Projects  in  progress  include  the  costs of  acquiring  film  rights to
original  screenplays  and  costs  to  adapt  such  projects.   Such  costs  are
capitalized  and, upon  commencement  of production,  are added to investment in
film, television programs,  and recordings.  Advances or contributions  received
from third  parties to assist in  development  are  deducted  from these  costs.
Projects in progress are written off at the earlier of the date  determined  not
to be  recoverable  or when  projects in progress are  abandoned,  and three (3)
years from the date of the initial investment.

      Amortization  is  determined  based on the ratio that  current  gross film
revenues bear to management's  estimate of total  remaining  ultimate gross film
revenue as of the  beginning of the current  fiscal year on a program by program
basis  (the  "individual  film  forecast  method").  Revenue  and film costs are
continually  reviewed by  management  and  revised  when  warranted  by changing
conditions.  When  estimates of total revenues and costs indicate that a feature
film or television  program will result in an ultimate  loss, a reduction in the
carrying  value of the  investment is recognized to the extent that  capitalized
film costs exceed estimated fair value.  Such adjustments  could have a material
effect on the results of  operations  in future  periods.  Production  financing
provided by third  parties  that acquire  substantive  equity  participation  is
recorded as a reduction of costs of the production.

      Capitalized  film  costs are  stated at the lower of  unamortized  cost or
estimated fair value on an individual film basis.  Fair market value is based on
the discounted  projected net cash flows. The determination of the projected net
cash flows and discount rates are subjective in nature and involve uncertainties
and matters of significant judgement by management.

Government and Other Assistance

      The Company has access to various government programs that are designed to
assist film, television programs and recordings production and distribution in
<PAGE>

Canada.  Effective January 1, 2004,  amounts receivable in respect of production
assistance  are recorded as a reduction  of  investment  in film and  television
programs.   Government  assistance  towards  current  expenses  is  included  in
earnings.  Investment  tax credits are recorded as a reduction to  investment in
film,  television  programs and recordings,  when the ultimate collection of the
credits are assured.

Stock-Based Compensation

      The Company  accounts for all  stock-based  payments  using the fair value
based method.  The Company  grants stock options for a fixed number of shares to
employees and consultants  with an exercise price equal to the fair value of the
shares at the date of grant. The Company recognizes compensation expense for the
stock-based  compensation  plan  when  stock  or stock  options  are  issued  to
employees.  Any consideration  paid by employees on exercise of stock options or
purchase of stock is credited to share capital.

      If stock or stock options are  repurchased  from employees or consultants,
the excess of the  consideration  paid over the carrying  amount of the stock or
stock option cancelled is charged to retained earnings.

Future Income Taxes

      The  Company  provides  for  income  taxes  using the asset and  liability
method.  The asset and liability  method  requires that income taxes reflect the
expected future tax consequences of temporary  differences  between the carrying
amounts of assets or liabilities  and their tax bases.  Future income tax assets
and  liabilities are determined for each temporary  difference  based on the tax
rates,  which are expected to be in effect when the  underlying  items of income
and expenses are expected to be realized.

Reconciliation to U.S. GAAP

      The consolidated financial statements of the Company have been prepared in
accordance with Canadian GAAP. The material  differences  between the accounting
policies  used by the Company  under  Canadian  GAAP and U.S. GAAP are set forth
below.

      o Under Canadian GAAP, the conversion feature on the Company's convertible
debentures is valued at $181,510 and had been classified as contributed surplus.
Under U.S.  GAAP, the  conversion  feature is not accounted  separately and thus
would not flow through contributed surplus. This transaction occurred in 2000.

      o  Under  Canadian  GAAP,  the  exchange  of  the  Company's   convertible
debentures for new  convertible  debentures and subsequent gain on settlement of
the new  convertible  debentures  were  valued at  $284,803  and  classified  as
contributed surplus.  Under U.S. GAAP, the conversion and subsequent  settlement
were not accounted for through contributed surplus and would be recorded through
the statement of operations thus reducing the deficit. This transaction occurred
in 2000.

      o Under Canadian GAAP, the Company's  preferred  shares have been included
in stockholders' equity as the Company considered the likelihood of redemption
<PAGE>

by the holders to be remote.  Under U.S.  GAAP,  the  preferred  shares would be
presented outside the stockholders' equity and classified as a liability.

September 30, 2005                                  Canadian GAAP      U.S. GAAP
------------------                                  -------------      ---------
Convertible Debentures                              1,519,290          1,700,800
Contributed Surplus                                   997,186            530,873
Deficit                                             7,176,862          6,925,812

December 31, 2004
-----------------
Convertible Debentures                              1,519,290          1,700,800
Contributed Surplus                                 1,051,886            585,573
Deficit                                             7,797,034          7,512,354

Recent Accounting Pronouncements

      In 2003,  the Canadian  Institute of  Chartered  Accountants  (the "CICA")
issued new Handbook Section 1100,  "Generally Accepted  Accounting  Principles."
This  section   clarifies   that  an  enterprise  is  required  to  account  for
transactions  in accordance with the specific  recommendations  in the handbook,
basic financial statement concepts and, if appropriate, other relevant
authoritative literature. Consequently, the Company may no longer use historical
industry practice as a source of authority, and accordingly,  the recognition of
government  financing and assistance will prospectively change from revenue to a
reduction of the related  production  costs. The Company has adopted this policy
as of January 1, 2004. The adoption of these standards had no material impact on
the Company's results of operations or financial position.

      In December 2003, the Emerging Issues Committee of the CICA released EIC -
141,  "Revenue  Recognition"  and EIC-142  "Revenue  Arrangements  with Multiple
Deliverable."  EIC-141 provides interpretive guidance on the application of CICA
Handbook Section 3400, "Revenue."  Specifically,  this EIC presents the criteria
to be met for revenue recognition to be considered  achieved.  EIC-142 addresses
certain  aspects of the accounting by a vendor for  arrangements  under which it
will perform multiple  revenue-generating  activities for a given customer.  The
adoption of these standards had no material  impact on the Company's  results of
operations or financial position.

      In June  2003,  the  CICA  released  AcG-15,  "Consolidation  of  Variable
Interest  Entities," to be applied by companies for the periods  beginning on or
after November 1, 2004.  Under this release,  the CICA  established  criteria to
identify variable interest entities ("VIE") and the primary  beneficiary of such
entities.  An entity that qualifies as a VIE must be consolidated by its primary
beneficiary.  In January 2003, the Financial  Accounting  Standards Board issued
Interpretation No. 46,  "Consolidation of Variable Interest  Entities," which is
effective for financial statements of public companies that have special purpose
entities  for periods  ending after  December 15, 2003 and for public  companies
without  special  purpose  entities  for periods  ending  after March 15,  2004.
Accordingly,  the  Company  has  included  the  results  of  operations  of  the
Partnership  (as  hereinafter  defined)  and  QCF  Partnership  (as  hereinafter
defined) in its consolidated  operations.  See "-- Devine Entertainment  Limited
Partnership" and "-- QCF Partnership."

      In  January  2005,  the CICA  issued  Handbook  Section  3855,  "Financial
Instruments -  Recognition  and  Measurement."  This section  prescribes  when a
financial  instrument  is to be  recognized  on the  balance  sheet  and at what
amount.  It also specifies how financial  instrument  gains and losses are to be
presented.  This new standard will be effective for interim and annual financial
statements  relating to fiscal years commencing on or after October 1, 2006. The
Company  is  assessing  the  impact  of this new  standard  on its  consolidated
financial statements.

      In January 2005,  the CICA issued  Handbook  Section 3865,  "Hedges." This
section  provides  alternative  treatments  to Section 3855 for  entities  which
choose to designate  qualifying  transactions as hedges for accounting purposes.
It replaces and expands on Accounting Guideline AcG-13 "Hedging Relationships,"
<PAGE>

and the hedging  guidance in Section  1650  "Foreign  Currency  Translation"  by
specifying how hedge  accounting is applied and what  disclosures  are necessary
when it is applied.  This new standard  will be effective for interim and annual
financial  statements relating to fiscal years commencing on or after October 1,
2006.  The  Company  is  assessing  the  impact  of  this  new  standard  on its
consolidated financial statements.

      In January 2005,  the CICA issued  Handbook  Section 1530,  "Comprehensive
Income."  This  section  introduces a new  requirement  to  temporarily  present
certain gains and losses from changes in fair value outside net income, but in a
transparent  manner.  This new standard will be effective for interim and annual
financial  statements relating to fiscal years commencing on or after October 1,
2006.  The  Company  is  assessing  the  impact  of  this  new  standard  on its
consolidated financial statements.

Potential Capital Reorganization

      The Company has sought and received  approval  from its board of directors
to effect a capital  reorganization of the Company at such time in the future as
may be  required  in order to  maintain  the  Company's  eligibility  to receive
certain  financial  incentives  and  assistance  or  any  required  licenses  or
approvals  from Canadian  federal or provincial  governments  and agencies.  The
Company will lose its  eligibility if the ownership of the equity  securities of
the Company by Canadian residents fails to meet certain specified  requirements.
If such  reorganization  is effected,  each Common  Share will be exchanged  for
one-half of a newly-created  voting common share and one-half of a newly-created
non-voting  common share.  This exchange will treat  stockholders of the Company
uniformly.

      The Company believes that the benefit of remaining eligible to receive the
aforesaid  financial  incentives  and  assistance,  licenses and  approvals,  by
effecting  the  reorganization,  will greatly  outweigh  any  possible  negative
effects which may temporarily result in the then-existing trading market for the
Company's  securities as a result of the Company's  new capital  structure.  The
Company's  belief in this  regard is  buttressed  by the fact that  transactions
similar to the Company's  proposed  reorganization  are familiar to investors in
other  Canadian  public  entertainment   companies  such  as  Alliance  Atlantis
Communications  Inc. and Corus Entertainment Inc. A review of the public filings
made by each of these  companies does not indicate that such  company's  capital
structure  has  impaired  its ability to access  capital  markets for funding or
otherwise attract investors.

      The  stockholders of the Company  initially  approved the proposed capital
reorganization on June 25, 2004. The stockholders of the Company  reapproved the
capital  reorganization  on June 16, 2005. The Company will, on an annual basis,
continue to seek  reapproval  of the  capital  reorganization  at the  Company's
annual meeting of  stockholders.  The failure of the Company's  stockholders  to
continue  approving  the capital  reorganization  could have a material  adverse
effect  upon the  Company's  business  in the  future if the  Company  no longer
remains eligible to receive the aforesaid  financial  incentives and assistance,
licenses and approvals by reason of not being able to effect the reorganization.

      The   Company   does  not  expect  to  have  to   implement   the  capital
reorganization for the foreseeable future.


<PAGE>

Additional Information

      Additional  information  regarding  the Company is  available  on SEDAR at
www.sedar.com and EDGAR at www.sec.gov.

Results of Operations

      Calendar  Quarter Ended  September  30, 2005 Compared to Calendar  Quarter
Ended September 30, 2004

      Overview

      The positive changes experienced by the Company in 2004 continued into the
third quarter of 2005. These changes included the following:

o     The Company's  proprietary  film library  continued to perform well in the
      three months ended September 30, 2005 generating $180,899 in revenues. All
      revenues  in the  quarter  were  derived  from DVD,  video  and  ancillary
      publishing sales in North America.

o     DVD, video and ancillary  publishing  revenues  generated by the Company's
      library of proprietary  films increased by approximately  118% to $180,899
      the three months  ended  September  30, 2005 as compared to  approximately
      $83,000 for the same period in 2004.

      Net  income in the nine  months  ended  September  30,  2005,  in spite of
recording a loss of $323,166  that  primarily  reflected an increase in non-cash
amortization  and accrued  expenses in the third quarter,  remained  positive at
$620,172 or $0.02 per share.  Net income from  operations  (excluding  the write
down of the Company's  film library,  gains on settlement of debt,  income taxes
and benefits from losses  carried  forward) for nine months ended  September 30,
2005 increased by 50% to $632,361 as compared to $421,526 for the same period in
2004.

      The Company will  continue to focus on new  production,  and the marketing
and  distribution of its proprietary  film library in an effort to drive revenue
growth.  Since 2004, the Company made significant progress in turning around its
business.  Although there can be no assurance, the Company expects this trend to
continue for the foreseeable future.

      Revenues

      The Company's  third quarter  revenues in 2005  decreased by $2,934,283 or
94% to $180,899 as compared to $3,115,182 for the same period in 2004.  Revenues
for the nine months  ended  September  30, 2005  decreased  by just over 1.4% to
$3,551,396 as compared to $3,602,454 for the same period in 2004.

      The Company's  proprietary  film library  continued to perform well in the
three months ended  September  30, 2005,  generating  $180,899 in revenues,  all
revenues in the quarter were derived from DVD,  video and  ancillary  publishing
sales  in  North  America.  Revenues  generated  by  the  Company's  library  of
proprietary  films increased by  approximately  7% to 606,022 in the nine months
ended September 30, 2005 as compared to $564,069 for the same period in 2004.

      $144,000 of the revenues  generated from the Company's Library in the nine
month period ended  September 30, 2005 were derived from  broadcast  licenses to
TVOntario  and the  British  Columbia  based  Knowledge  Network,  two  Canadian
broadcasters  who have  committed to licensing the Company's new series based on
landmark writers scheduled for production in 2006.  Revenues for the same period
in 2004 included a $287,000 broadcast license in France to TPS Jeunesse.

      DVD, video and ancillary  publishing  revenues  generated by the Company's
library of proprietary films increased by approximately 118% to $180,899 for the
three months ended September 30, 2005 as compared to  approximately  $83,000 for
the same period in 2004. DVD, video and ancillary  publishing revenues generated
by the Company's  library of proprietary films increased by approximately 67% to
$462,022  for the nine months ended  September  30, 2005 as compared to $277,069
for the same period in 2004.

      Revenues generated by the Company's first feature film,  Bailey's Billion$
in the nine months ended  September  30, 2005  increased by 2% to  $2,952,356 as
compared to $2,904,030  for the same period in 2004.  There were no new revenues
from Bailey's Billion$  recognized in the three months ended September 30, 2005,
reflecting the major sale of foreign rights  recognized in the second quarter of
2005.

      Reflecting  the fact that the film library  revenues in the third  quarter
2005 are derived  primarily  from sales in the United  States and Canada and the
revenues  from the  sales  of  Bailey's  Billion$  came  from a sale of  foreign
distribution  rights  outside North  America to a U.K.  based  distributor,  the
Company's  revenues by geographic  location,  based on the location of customers
were as follows:

                                   Three months                Nine months
                                ended September 30          ended September 30

                                 2005         2004          2005          2004
                                 ----         ----          ----          ----

Canada                      $   66,000    $2,498,000    $  359,000    $2,260,500
United States                  115,000       190,000       240,000       628,500
France                               0             0        99,000       287,000
United Kingdom                       0             0     2,659,000             0
Other foreign                        0       426,500       194,000       426,500

      Earnings per Share

      In the third quarter of 2005, the Company's adjusted net loss was $334,417
or ($0.01) per common share (basic),  as compared  with,  adjusted net income of
$681,497 or $0.03 per common share for the same period in 2004.  The majority of
this loss, or approximately  $225,000 of the expenses charged in the period, was
attributed to accruals of accounting  fees and interest and an adjustment to the
amortization for the Company's motion picture  reflecting the drop in the United
States  dollar  exchange  rate over the previous  three  quarters.  Amortization
expenses in the third quarter ended September 30, 2005 for the Company's library
and motion picture totaled $290,907.

      Net income in the nine months ended September 30, 2005,  remained positive
at $620,172  or $0.02 per common  share  (basic) as compared  with net income of
$3,737,477 or $0.19 per common share for the same period in 2004. Net income for
the nine months  ended  September  30,  2004  included a  non-recurring  gain on
settlement of debt of $4,316,307 and a write down of the Company's investment on
its film library of $1,000,000.  Net income from operations (excluding the write
down of the Company's  film library,  gains on settlement of debt,  income taxes
and benefits from losses  carried  forward) for the nine months ended  September
30, 2005  increased by 50% to $632,361 or $0.02 per share (basic) as compared to
$421,526 or $0.02 per share (basic) for the same period in 2004.

      Stockholders' Equity

      Stockholders'  equity was $6,070,609  reflecting an increase of $1,112,320
from $4,958,289 as at December 31, 2004.

      Operating expenses

      The  Company's  operating  expenses  for  the  three  month  period  ended
September 30, 2005 decreased by $286,827 or  approximately  60% to $192,765,  as
compared to $479,592 in the same period in 2004. Operating expenses for the nine
months ended  September 30, 2005 decreased by $249,568 or  approximately  30% to
$582,600 as compared to $832,168 for the same period in 2004.

      Production and Development Activity

      The  Company  continues  to develop  new  projects  in order to secure new
production activity. Projects which include initial participation and support of
funds from Telefilm Canada,  Astral  Communications and Corus  Entertainment are
feature films and TV movies entitled Red, Miracle Journey,  and October 7, 1944.
The Company has also acquired the rights and is actively  developing  additional
films and series projects  targeted to the worldwide  family audience  including
Revolving  Door,  Quarterback,  Fat Camp and  Humchucker.  The  Company has also
entered into an initial agreement to co-develop, with the intent of co-producing
in the future,  a new series of The  Writers'  Specials  with a  co-producer  in
France.

      Investment in Film and Television Programs and Recordings

      The Company  reviews and revises the  estimated  fair market  value of its
investment in film,  television programs and recordings as required on a regular
basis.  Capitalized  film costs are stated at the lower of  unamortized  cost or
estimated fair value on an individual  film basis.  For the  proprietary  films,
television  programs and recordings produced by the Company, a maximum period of
ten years after the delivery of the  production is used in  accordance  with SOP
00-2 to estimate  fair value.  Development  costs which are  expected to benefit
future periods are also  capitalized.  If the property under development has not
been set for  production  within three  years,  the costs  associated  with such
property are written off to income.

      Amortization  expenses in the third quarter  ended  September 30, 2005 for
the Company's library and motion picture totaled  $290,907.  As at September 30,
2005, the Company's  investment in its proprietary film library was estimated as
$2,847,562 after accumulated amortization.  The Company's investment in Bailey's
Billion$ was  estimated as $3,174,320  after  accumulated  amortization  and the
Company's  investment in projects in development  was estimated as $1,642,085 as
per the following table:

<TABLE>
<CAPTION>
                                                                      Sept. 30, 2005                       Dec. 31, 2004
                                                                      --------------                       -------------
                                                                       Accumulated
                                                          Cost         Amortization           Net                Net
                                                      -----------       -----------       -----------       -----------
<S>                                                   <C>               <C>               <C>               <C>
Completed television programs and recordings          $16,025,341       $13,177,779       $ 2,847,562       $ 3,096,399
Completed Motion picture - Bailey's Billion$            6,969,638         3,795,318         3,174,320         5,407,622
Projects in progress                                    1,642,085             --            1,642,085           903,555
                                                      -----------       -----------       -----------       -----------
                                                      $24,637,064       $16,973,097       $ 7,663,967       $ 9,407,576
                                                      ===========       ===========       ===========       ===========
</TABLE>


      Ultimate revenue estimates for the Company's  completed motion picture are
based  on  in-depth  discussions  with and  estimates  provided  by  experienced
third-party  distributors  and sales agents,  including the  contracted  foreign
sales agent and United States  distributor.  Each of these distributors has well
over 20 years of  experience  in its area of sales and  distribution.  The third
party sales  estimates  and the  agreements  have been  reviewed and approved by
motion picture's co-producers,  copyright purchasers and production lending bank
and then  discounted  by the  Company to ensure  conservative  ultimate  revenue
estimates.

      In the United States,  management  has used the Company's  twenty years of
experience with broadcasters in conjunction with the United States distributor's
estimates  for three windows over ten years as a basis of its  television  sales
estimates.  With regard to DVD/video sales  estimates,  the Company has reviewed
distributors' estimates and compared them to the Company's historical sales. P&L
models based on these sales estimates and  incorporating  the distribution  fees
and expenses defined in the Company's  distribution  agreements assuming between
500,000 to  1,000,000  units  sales over ten years with  average  net revenue of
$4.26 (U.S.) per unit were discounted and support what  management  believes are
conservative ultimate revenue estimates.  The estimates were based on an initial
release at a retail pricing of $24.98 (U.S.) for rental and initial sell through
release and  subsequent  drops in pricing to $14.98  (U.S.) and $12.98 (U.S.) as
the DVD  release  migrates  to  distribution  in mass  market  sell-through  and
discount  markets over the ten-year  period.  The Company compared and supported
this figure with industry  standards and  published  unit sales for  comparative
family feature films and then  discounted  them  conservatively  and modeled the
estimates to incorporate the  distribution  fees and expense  limitations in its
various  distribution  agreements.  The models provided net revenue estimates of
approximately $5 million (U.S.),  which the Company then discounted to less than
fifty percent (50%) which in effect  reflects  750,000 unit sales over ten years
at the lowest price and margin.

      For  estimates in the foreign  territories,  the Company has relied on its
sales  agents  estimates  on an all rights basis per  territory.  The  Company's
ultimate  revenue  estimates  were based on bank  approved  estimates of initial
advance  payments per territory which do not take into account any second window
television  license values and longer term  DVD/video  royalty  payments.  These
estimates were then  discounted to match the discounted  United States  ultimate
revenue  estimates,  conservatively  assuming that all of the other  territories
around the world would not exceed the revenues from the United States market.

      The Company believes that ultimate revenue estimates for Bailey's Billion$
are  conservative  and  realizable,  notwithstanding  the fact  that  management
reviews the estimates on a regular  basis and may adjust them down  depending on
changing  results and market  conditions  over the ten year period that  started
with the delivery of the film in 2004.

      The Company  expects to amortize  approximately  $1,100,000  for completed
television  programs and recordings  costs and  $2,100,000 for completed  motion
picture costs during 2005.

      In the  eight-year  period  from  1997 to 2004,  The  Inventors'  Specials
revenue  totaled  approximately  $5,900,000 or $737,000 per annum.  For the most
recent four years,  revenue averaged  $294,000 per annum. The Artists'  Specials
generated  approximately  $5,360,000 in its first seven years after the original
release,  which  translates into an average of $765,000 per annum.  For the last
four years,  revenue averaged  $265,000.  The Composers'  Specials  continues to
generate  significant  revenues,  but given that the ten year  period  since its
delivery has expired,  the value of  Composers'  Specials is not reflected as an
asset as part of the Company's  investment in film and  television  programs and
recordings.

      The Company  believes  that these lower  results in the most recent  years
reflect the challenging  conditions  industry wide in the international  markets
resulting  from  the  collapse  of  investment  markets  that had  fuelled  high
valuations  for  content,  the  overestimated  benefits  for the models of media
convergence  and the  promise  of  media  deregulation  in  Europe  that  proved
challenging  in the context of 9/11, as well as the challenges  associated  with
the Company's debt, equity and capital position which were respectively  settled
resulting  in  significant  gains,   improved   significantly  and  successfully
reorganized in 2004.

      The Company's  estimates  average annual ultimate revenue for the Artists'
Specials  at  $620,000  per year for the next four years and  estimates  average
annual ultimate revenue for the Inventors' Specials at $700,000 per year for the
next two years. The Company believes that its current ultimate revenue estimates
for the Artists' Specials and Inventors'  Specials are reasonable and realizable
given the multi-year nature of television  contracts and that annual revenue can
fluctuate.  The Company's new agreements recently concluded with sales agents in
Germany,  France,  Italy,  Spain,  Japan and Korea,  point  both to the  renewed
opportunities  resulting from the Company's improved financial position and also
to an industry  wide  renewal of sales of  broadcast  licenses in  international
markets.  As well,  the Company's  experience  supports the fact that when a new
series of its branded  proprietary  library of award-winning  films is produced,
sales for the previously produced library of films are concluded concurrent with
commitments for the new production on a territory-per-territory basis.

      The Company  believes that specific  broadcast  licenses and  distribution
agreements currently in place and negotiations for the Company to commence a new
production  of The Writers'  Specials in 2006 will support the renewed  sales of
the  Company's  film library in the near future.  Nonetheless,  if sales are not
concluded  at the value and within the time period  expected,  the Company  will
revise  and  disclose  accordingly  the  ultimate  revenue  calculation  and the
corresponding amortization of the applicable series.

      The Company  expects 98% of completed  television  programs and recordings
and 62% of  completed  motion  picture  costs will be  amortized by December 31,
2007. As at December 2011,  over 80% of the completed  motion picture costs will
be amortized.  The remaining period of amortization  for the completed  projects
ranges from two to nine years at September 30, 2005.

      Capital Stock

      The Company issued no Common Shares during the third quarter of 2005.

      Related Party Transactions

      During the nine-month period ended September 30, 2005, $285,211 (September
30, 2004 - $176,470) of fees were paid or accrued to corporations  controlled by
two of the  directors  of the  Company  for  writing,  directing  and  producing
services. These transactions have been measured at exchange amount, which is the
amount of  consideration  established  and agreed to by the related  parties and
which the  management  believes  reflect  prevailing  market rates.  Included in
prepaid and sundry  assets is $26,304  (December  31, 2004 - $Nil)  representing
advances  to a  corporation  controlled  by two  directors  of the  Company  for
management  fees.  See "Item 6.  Executive  Compensation  -- Executive  Services
Agreement."

      Liquidity and Capital Resources

      The  Company's  cash on hand as at  September  30,  2005 was  $162,039  as
compared to $104,727 as at December  31, 2004,  an increase in cash  position of
$57,312.

      The Company's bank film  production  loan for Bailey's  Billion$ which was
$919,664  as at  December  31,  2004 was repaid in full on May 24,  2005 and the
Company no longer has any bank debt.

      The Company expects to maintain renewed  profitability from operations and
expects that proceeds from sales of Bailey's  Billion$ and its film library will
generate additional revenues and positive cash flow through the balance of 2005.

      The  Company's  working  capital  deficiency,  although  reduced,  remains
significant  but it is mitigated by the fact that the Company is working towards
successfully  converting its $1,519,290 of  outstanding  convertible  debentures
into Common Shares in 2005 and 2006. Nonetheless,  the Company remains unable to
service its  convertible  debt and the Company will require  additional  working
capital  from its  production  activities  or corporate  financing in 2006.  The
Company intends to actively seek additional funding in calendar 2006.

Devine Entertainment Limited Partnership

      During 2004, the Company entered into a services agreement with Devine
Entertainment Limited Partnership (the "Partnership"). None of the partners of
the Partnership is a director, officer or other affiliate of Devine
Entertainment. Under the terms of the services agreement, the Partnership
assumed certain expenses of the Company up through December 31, 2004 relating to
the following: (i) labor, employment and all other "direct" services; (ii)
marketing services, including production and placement of all required
advertising; (iii) other operating expenses, excluding payments for the purchase
of real property, equipment and expenses of a capital nature; (iv)
administrative services; and (v) certain development services required in
connection with new Devine Entertainment projects. In return, the Partnership
was paid a royalty based on the gross revenue of the Company. The Company paid
such royalty by issuing 380,450 Common Shares and 494,550 Series 1 Preferred
Shares.

QCF Partnership

      During the first quarter of 2005, the Company entered into a services
agreement with QCF 2005 Limited Partnership ("QCF Partnership"). None of the
partners of QCF Partnership is a director, officer or other affiliate of Devine
Entertainment. Under the terms of the services agreement, QCF Partnership will
assume certain expenses, until December 31, 2005, relating to the following: (i)
labor, employment and all other "direct" services; (ii) marketing services,
including production and placement of all required advertising; (iii) other
operating expenses, excluding payments for the purchase of real property; (iv)
administrative services; and (v) certain development services required in
connection with new Devine Entertainment projects. In return, QCF Partnership is
entitled to receive royalty payments equal to a percentage of gross revenue of
the Company for the calendar years 2005 through 2015.

Off-Balance Sheet Arrangements

      The Company, as part of its ongoing business, does not participate in
transactions that generate relationships with unconsolidated entities or
financial partnerships, such as entities often referred to as structured finance
or special purpose entities ("SPEs"), which would have been established for the
purpose of facilitating off-balance sheet arrangements or other contractually
narrow or limited purposes. As of December 1, 2005, the Company was not involved
in any material unconsolidated SPE transaction.

<PAGE>

Item 3. Controls and Procedures.

      The  Company's  Chief  Executive   Officer  and  Chief  Financial  Officer
(collectively,  the "Certifying  Officers") are responsible for establishing and
maintaining  disclosure controls and procedures for establishing and maintaining
disclosure controls and procedures for the Company. Such officers have concluded
(based upon their  evaluation  of these  controls  and  procedures  as of a date
within 90 days of filing of this report) that the Company's  disclosure controls
and procedures are effective to ensure that information required to be disclosed
by the Company in this report is accumulated  and  communicated to the Company's
management,  including its Certifying  Officers as appropriate,  to allow timely
decisions  regarding  required  disclosure.  The  Certifying  Officers also have
indicated  that there were no  significant  changes  in the  Company's  internal
controls  or  other  factors  that  could  significantly  affect  such  controls
subsequent to the date of their evaluation, and there were no corrective actions
with regard to significant deficiencies and material weaknesses.

                           PART II--OTHER INFORMATION

Item 1. Legal Proceedings.

      Neither the Company nor any of its property is the subject of any material
pending legal proceeding.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

(a)   Not applicable.

(b)   In December 2004,  the Company  issued  494,500 shares of preferred  stock
      designated as Series 1 Preferred  Shares.  The holders of these shares, in
      priority to the holders of the Common  Shares,  are  entitled to receive a
      cumulative  annual dividend of 9.1 cents per share.  Absent the consent of
      all of the holders of the Series 1 Preferred Shares,  dividends may not be
      paid on the  Common  Shares  if  dividends  are then due and  owing on the
      Series 1 Preferred Shares.

(c)   Not applicable.

(d)   Not applicable.

Item 3. Defaults Upon Senior Securities.

(a)   Note 6 to the interim consolidated financial statements of the Company
      dated September 30, 2005 filed herewith is incorporated herein by
      reference.

(b)   Not applicable.


<PAGE>

Item 4. Submission of Matters to a Vote of Security Holders.

(a)   Not applicable.

(b)   Not applicable.

(c)   Not applicable.

(d)   Not applicable.

Item 5. Other Information.

(a)   Not applicable.

(b)   Not applicable.

Item 6. Exhibits and Reports on Form 8-K.

      (i)   99.1  Certification  of Chief  Executive  Officer  pursuant  to Rule
            13a-14 (a)

      (ii)  99.2  Certification  of Chief  Financial  Officer  pursuant  to Rule
            13a-14 (a)

      (iii) A-1  Certification of Chief Executive  Officer pursuant to 18 U.S.C.
            Section   1350  as  adopted   pursuant   to   Section   906  of  the
            Sarbanes-Oxley Act of 2002 (furnished  pursuant to Item 601 (b) (32)
            (ii) of Regulation S-K).

      (iv)  A-2  Certification of Chief Financial  Officer pursuant to 18 U.S.C.
            Section   1350  as  adopted   pursuant   to   Section   906  of  the
            Sarbanes-Oxley Act of 2002 (furnished  pursuant to Item 601 (b) (32)
            (ii) of Regulation S-K).

      (b)   Reports on Form 8-K

            None.

                                   SIGNATURES

      In accordance  with the  requirements of the Exchange Act, ther registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                           Devine Entertainment Corporation
                                                     (Registrant)

Date December 30, 2005                     /s/ David Devine
                                           -------------------------------------
                                           President and Chief Executive Officer
                                                       (Signature)*

Date December 30, 2005                     /s/ Richard Mozer
                                           -------------------------------------
                                           Chief Financial Officer and Chief
                                           Accounting Officer
                                                       (Signature)*

*Print the name and title of each signing officer under his signature.