UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10-QSB/A




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

                  For the quarterly period ended June 30, 2003

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

                For the transition period from ______ to _______


                        Commission file number 33-18143-D


                        PEAK ENTERTAINMENT HOLDINGS, INC.
        (Exact name of small business issuer as specified in its charter)


        Nevada                                          87-0449399
(State or other jurisdiction of                     (I.R.S. Employer
incorporation or organization)                       Identification No.)

          Bagshaw Hall, Bagshaw Hill, Bakewell, Derbyshire, UK DE45 1DL
               (Address of principal executive offices) (Zip Code)

                    Issuer's telephone number 44 1629 814555

     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. [X] Yes [ ]
No

     The number of shares outstanding of the Issuer's common stock at $.001 par
value as of June 30, 2003 was 21,190,760.
<PAGE>

Part I - FINANCIAL INFORMATION

Item 1.  FINANCIAL STATEMENTS

Consolidated Balance Sheets
<TABLE>
<CAPTION>
                                                                             December 31, 2002   June 30, 2003
                                                                                                  Unaudited
Assets

Current Assets

<S>                                                                               <C>            <C>
Cash and cash equivalents .....................................................   $     9,870    $    91,047
Accounts receivable ...........................................................        63,341        177,062
Inventories ...................................................................       238,058        243,294
Other current assets ..........................................................          --          269,121
                                                                                  ___________    ___________
Total current assets ..........................................................   $   311,269    $   780,524

Plant and equipment, net ......................................................       136,538        154,495
Intangible assets, net of amortization ........................................     1,984,159      2,020,462
                                                                                  ___________    ___________
                                                                                  $ 2,431,966    $ 2,955,481
                                                                                  ===========    ===========
Liabilities and Stockholders' Equity/(Deficit)

Current Liabilities

Short term borrowings .........................................................   $   264,600    $   323,216
Advances from factor ..........................................................          --            7,126
Accounts payable ..............................................................       578,835      1,016,327
Stockholders' advances account ................................................       894,193        824,937
License fees payable ..........................................................       300,000        378,343
Other accrued liabilities .....................................................       233,316        627,559
                                                                                  ___________    ___________
Total current liabilities .....................................................   $ 2,270,944    $ 3,177,508

Long Term Liabilities

License fees payable ..........................................................     1,200,000      1,213,474
Convertible debentures ........................................................                      359,048
                                                                                  ___________    ___________
Total long term liabilities ...................................................   $ 1,200,000    $ 1,572,522

Stockholders' Equity (deficit)

Common stock, par value $0.001 - 900,000,000 shares authorized,  19,071,684 and
21,190,760 issued and outstanding .............................................   $    19,075    $    21,197
Additional paid in capital ....................................................       (19,072)       555,313
Retained earnings (deficit) ...................................................      (967,451)    (2,244,579)
Other comprehensive income ....................................................       (71,530)      (126,480)
                                                                                  ___________    ___________
Total stockholders' equity (deficit) ..........................................    (1,038,978)    (1,794,549)
                                                                                  ___________    ___________
                                                                                  $ 2,431,966    $ 2,955,481
                                                                                  ===========    ===========
</TABLE>

See accompanying notes to consolidated financial statements

                                       2
<PAGE>
Consolidated Statements of Operations (Unaudited)
<TABLE>
<CAPTION>



                                        3 months ended   3 months ended  6 months ended 6 months ended
                                        June 30, 2002    June 30, 2003   June 30, 2002  June 30, 2003

Revenue
<S>                                       <C>            <C>             <C>            <C>
  Character related consumer products            --            99,738            --          328,114
   Licensing arrangements ............           --            19,734            --           47,627
                                         ____________    ____________    ____________    ___________
Net revenue ..........................           --           119,472            --          375,741

Cost of Revenue
   Cost of goods sold ................           --            97,656            --          247,229
                                         ____________    ____________    ____________    ___________
Total cost of revenue ................           --            97,656            --          247,229

Gross profit .........................           --            21,816            --          128,512

Operating expenses
   Selling, general and administrative        179,635         730,964         330,259      1,122,848
   Depreciation and amortisation .....         13,699          41,951          13,699         80,180
                                         ____________    ____________    ____________    ___________
Total operating expenses .............        193,334         772,915         343,958      1,203,028
                                         ____________    ____________    ____________    ___________

Loss from operations .................       (193,334)       (751,099)       (343,958)    (1,074,516)

Foreign exchange gain ................         84,565          65,619          84,565         31,834

Interest expense .....................           --          (212,224)           --         (226,539)
                                         ____________    ____________    ____________    ___________
Net loss .............................   $   (108,769)   $   (897,704)   $   (259,393)   $(1,269,221)
                                         ============    ============    ============    ===========


Basic and diluted net loss per share .   $      0.006    $      0.043    $      0.014    $     0.061

Weighted average common shares
 outstanding .........................     19,071,684      20,701,742      19,071,684     20,678,456
                                         ============    ============    ============    ===========
</TABLE>
See accompanying notes to consolidated financial statements.

                                       3
<PAGE>
Consolidated Statements of Comprehensive Loss (Unaudited)
<TABLE>
<CAPTION>

                                3 months ended   3 months ended  6 months ended 6 months ended
                                 June 30, 2002   June 30, 2003   June 30, 2002  June 30, 2003

<S>                                 <C>          <C>            <C>             <C>
Net loss ........................   $(108,769)   $(897,704)      $(259,393)     $(1,269,221)

Cumulative translation adjustment     (18,815)     (84,384)        (18,148)       (126,480)
                                    _________    _________        _________     ___________
Comprehensive loss ..............   $(127,584)   $(982,088)      $(277,541)     $(1,395,701)
                                    =========    =========        =========      ===========

</TABLE>
See accompanying notes to consolidated financial statements.

                                       4
<PAGE>
Consolidated Statements of Cash Flows (Unaudited)
<TABLE>
<CAPTION>
                                                               Six months ended June 30
                                                               ___________    _________
                                                                     2002        2003
Cash flows from operating activities:

<S>                                                             <C>        <C>
Net loss                                                        $ (259,393)$ (1,269,221)
Adjustments to reconcile net loss to net cash used
 in operating activities:

Depreciation ...............................................          --          2,796
Amortization of intangible assets ..........................        13,699       77,384
Foreign exchange gain ......................................       (84,565)     (31,834)
Amortization of discount on debentures .....................          --        150,548
Changes in working capital:

Accounts receivable ........................................          --       (112,135)
Inventories ................................................       (46,444)        (738)
Other current assets .......................................       (28,303)     (44,322)
Accounts payable and other accrued liabilities .............       158,780      857,278
                                                               ___________    _________
Net cash used in operating activities ......................      (246,226)    (370,244)
                                                               ===========    =========
Cash flows from investing activities:

Purchase of plant and equipment ............................      (111,410)     (19,840)
Purchase of intangibles ....................................      (250,455)     (54,958)
                                                               ___________    _________
Net cash used in investing activities ......................      (361,865)     (74,798)
                                                               ===========    =========
Cash flows from financing activities:

Short term borrowings, net .................................          --         51,976
Stockholders' advances account, net.........................       648,368      (97,396)
Advances from factor, net...................................          --          7,126
Convertible debentures .....................................          --        550,000
                                                                ___________    _________

Net cash provided from financing activities ................       648,368      511,706
                                                               ===========    =========
Cumulative translation adjustment ..........................        20,217       14,513
                                                               ===========    =========
Increase in cash and cash equivalents ......................        20,060       81,177
Cash and cash equivalents, beginning of period .............          --          9,870
                                                               ___________    _________
Cash and cash equivalents, end of period ...................   $    20,060    $  91,047
                                                               ===========    =========
Supplemental disclosure of cash flow information
Interest paid ..............................................   $      --      $      29
                                                               ===========    =========
Purchase of licenses through issuance of long
term liabilities ...........................................   $ 1,400,000    $   8,252
                                                               ===========    =========
Accounting for reserve acquisition .........................          --      $ 208,500
                                                               ===========    =========
</TABLE>

See accompanying notes to consolidated financial statements

                                       5
<PAGE>
Notes to consolidated financial statements



1         Description of Business and Future Prospects

          Peak Entertainment Holdings, Inc, formerly Peak Entertainment Ltd was
          formed on November 20, 2001 as an integrated media group focused on
          children. Its activities include the production of television
          entertainment, character licensing and consumer products development,
          including toy and gift manufacturing and distribution. Integration
          enables Peak Entertainment Holdings, Inc to take a property from
          concept to consumer, in-house, controlling and coordinating broadcast,
          promotions and product launches (toys, apparel, video games, etc.) to
          build market momentum and worldwide brand quality.

          The accompanying financial statements have been prepared assuming that
          the company will continue as a going concern. As explained below the
          Company has sustained recurring operating losses and has a net capital
          deficiency as of June 30, 2003. On April 22, 2003, the Company
          completed a reverse acquisition with a public shell and has become a
          public company with access to the US capital markets. Immediately
          following the reverse acquisition, the Company issued $785,000 in
          convertible debentures and warrants to purchase 1,570,000 shares of
          the company's common stock. The Company received $300,000 at the time
          of issuance of the debentures and warrants and has since received the
          balance.

          The Company has developed a business plan to increase revenue by
          capitalizing on its integrated media products. However, the Company
          must obtain funds from outside sources in fiscal 2003 to provide
          needed liquidity and successfully implement its business plan.
          Presently, the Company has no firm commitments from outside sources to
          provide these funds. These factors raise substantial doubt about the
          Company's ability to continue in existence. The financial statements
          do not contain any adjustments that might result from the outcome of
          this uncertainty. While the Company is optimistic that it can execute
          its revised business plan, there can be no assurance that;

          A    Increased sales necessary to obtain profitability will
               materialize, and

          B    The Company will be able to raise sufficient cash to fund the
               additional working capital requirements.

2         Summary of Significant Accounting Policies

          (A)       Principals of Consolidation and Combination

                    The accompanying combined financial statements include the
                    accounts of Jusco Toys Ltd, Jusco UK Ltd, Wembley
                    Sportsmaster Ltd and Cameo Collectables Ltd after
                    elimination of inter-company transactions and balances.
                    Jusco Toys Ltd, Jusco UK Ltd and Wembley Sportsmaster Ltd
                    are wholly-owned subsidiaries of Peak Entertainment
                    Holdings, Inc, which is owned by Wilfred and Paula
                    Shorrocks. Cameo Collectables Ltd was formed on August 20,
                    2002 and is owned by Wilfred and Paula Shorrocks. The
                    financial statements of Cameo Collectables Ltd have been
                    combined with Peak Entertainment Holdings, Inc as both
                    entities were under common control until February 7, 2003,
                    when Peak Entertainment Holdings, Inc acquired the whole of
                    the share capital in Cameo Collectables Ltd, by means of a
                    share for share exchange.

                                       6
<PAGE>
Notes to consolidated financial statements


          (B)       Interim Financial Information

                    In the opinion of management, the interim financial
                    information as of June 30, 2003 and for the six months ended
                    June 30, 2003 and 2002 contains all adjustments, consisting
                    only of normal recurring adjustments, necessary for a fair
                    presentation of the results for such periods. Results for
                    interim periods are not necessarily indicative of results to
                    be expected for an entire year.

                    The accompanying consolidated financial statements have been
                    prepared in accordance with generally accepted accounting
                    principles for interim financial information and with the
                    instructions to Form 10-Q and Article 10 of Regulation S-X.
                    Certain information and footnote disclosures normally
                    included in the consolidated financial statements prepared
                    in accordance with generally accepted accounting principles
                    have been condensed or omitted pursuant to such rules and
                    regulations. These consolidated financial statements should
                    be read in conjunction with the consolidated financial
                    statements, and the notes thereto, included in the Company's
                    Annual Report on Form 10-K for the year ended December 31,
                    2002.

          (C)       Risks and Uncertainties

                    The entertainment/media industry is highly competitive. The
                    Company competes with many companies, including larger, well
                    capitalized companies that have significantly greater
                    financial and other resources. The Company's success is
                    dependent upon the appeal of its entertainment products.
                    Consumer preferences with respect to entertainment products
                    are continuously changing and are difficult to predict.
                    Therefore, the Company's success will depend on its ability
                    to redesign, restyle and extend the useful life of products
                    and to develop, introduce and gain customer acceptance of
                    new entertainment products. The Company's ability, or
                    inability, to manage these risk factors could influence
                    future financial and operating results.


                                       7
<PAGE>
Notes to consolidated financial statements




2         Summary of Significant Accounting Policies (continued)

          (D)       Revenue Recognition

                    The Company generates revenues from three distinct sources;
                    the license fees generated from the production of television
                    entertainment, character licensing and sales of character
                    related consumer products. Revenues from the production of
                    television entertainment is recognized in accordance with
                    Statement of Position 00-2 "Accounting by Producers or
                    Distributors of Film". Under this guidance, the Company
                    recognizes revenue from the sale of television entertainment
                    when all of the following conditions are met:

                    A    Persuasive evidence of a sale or licensing arrangement
                         with a customer exists,

                    B    The television episode is complete and in accordance
                         with the terms of the arrangement, has been delivered
                         or is available for immediate and unconditional
                         delivery,

                    C    The license period of the arrangement has begun and the
                         customer can begin its exploitation, exhibition or
                         sale, and

                    D    The arrangement fee is fixed or determinable.

                    Revenue from character licensing arrangements is recognized
                    over the life of the agreement. Revenue from the sale of
                    character related consumer products is recognized at the
                    time of shipment when title of the products passes to the
                    customer. Amounts received in advance are recorded as
                    unearned revenue until the earnings process is complete.

          (E)        Intangible assets and amortization

                    Intangible assets are stated at cost less accumulated
                    amortization and any provision for impairment. Amortization
                    is provided on intangible fixed assets over their expected
                    useful lives as follows:

                     Trade marks                            -    10 years
                     Website development costs              -     3 years

                    Licensing rights are amortised on a straight line basis over
                    the term of the agreement, which range from 3 years - 20
                    years.

                                       8
<PAGE>
Notes to consolidated financial statements


2         Summary of Significant Accounting Policies (continued)

          (E)       Intangible assets and amortization (continued)

                           Web Site Development Costs

                    In March 2000, EITF No. 00-02, Accounting for Website
                    Development Costs, was issued which addresses how an entity
                    should account for costs incurred in website development.
                    EITF 00-02 distinguishes between those costs incurred during
                    the development, application and infrastructure development
                    stage and those costs incurred during the operating stage.
                    The Company expenses all costs incurred during the
                    development and operating stages. The Company evaluates
                    costs incurred during the applications and infrastructure
                    development stage using the guidance in Statement of
                    Position (SOP) 98-1, "Accounting for the Costs of Computer
                    Software Developed or Obtained for Internal Use".

          (F)       Plant and equipment

                    Plant and equipment are stated at cost, net of accumulated
                    depreciation. Depreciation is provided on plant and
                    equipment over their expected useful lives as follows:

                     Fixtures & fittings               -        10 years
                     Moulds and Tooling                -         5 years
                     Computer equipment                -         4 years

                    Costs associated with the repair and maintenance of plant
                    and equipment are expensed as incurred.

          (G)       Film and television costs

                    The company capitalizes the costs of developing film and
                    television projects in accordance with Statement of Position
                    00-2 "Accounting by Producers or Distributors of Film".
                    These costs will be amortized using the
                    individual-film-forecast-computation method, which amortizes
                    costs in the same ratio that current period actual revenue
                    bears to estimated remaining unrecognized ultimate revenue
                    at the beginning of the current fiscal year. The Company has
                    recorded no amortization to date as revenue has yet to be
                    recognized.

                                       9
<PAGE>
Notes to consolidated financial statements


2         Summary of Significant Accounting Policies (continued)

          (H)       Asset Impairment

                    The Company periodically evaluates the carrying value of
                    long-lived assets when events and circumstances warrant such
                    a review. The carrying value of a long-lived asset is
                    considered impaired when the anticipated undiscounted cash
                    flow from such asset is separately identifiable and is less
                    than the carrying value. In that event, a loss is recognized
                    based on the amount by which the carrying value exceeds the
                    fair market value of the long-lived asset. Fair market value
                    is determined primarily using the anticipated cash flows
                    discounted at a rate commensurate with the risk involved.

          (I)       Cash Equivalents

                    For purposes of the statements of cash flows, all temporary
                    investments purchased with a maturity of three months or
                    less are considered to be cash equivalents.

          (J)       Inventories

                    Inventory is valued at the lower of cost or market, with
                    cost being determined on the first-in, first-out basis. The
                    Company reviews the book value of slow-moving items,
                    discounted product lines and individual products to
                    determine if these items are properly valued. The Company
                    identifies these items and assesses the ability to dispose
                    of them at a price greater than cost. If it is determined
                    that cost is less than market value, then cost is used for
                    inventory valuation. If market value is less than cost, then
                    the Company establishes a reserve for the amount required to
                    value the inventory at market. It the Company is not able to
                    achieve its expectations of the net realizable value of the
                    inventory at its current value, the Company adjusts its
                    reserve accordingly. Inventory is comprised entirely of
                    finished goods.

          (K)       Advertising costs

                    Advertising costs, included in selling, general and
                    administrative expenses, are expensed as incurred and were
                    $0 for the three months and six months ended June 30, 2002
                    and $7,150 and $7,463 for the three and six months ended
                    June 30, 2003, respectively.


                                       10
<PAGE>
Notes to consolidated financial statements

2         Summary of Significant Accounting Policies (continued)

          (L)       Foreign currencies

                    The Company uses the British Pound as its functional
                    currency. Transactions denominated in foreign currencies are
                    translated at the year-end rate with any differences
                    recorded as foreign currency transaction gains and losses
                    and are included in the determination of net income or loss.
                    The Company has translated the financial statements into US
                    Dollars. Accordingly, assets and liabilities are translated
                    using the exchange rate in effect at the balance sheet date,
                    while income and expenses are translated using average
                    rates. Translation adjustments are reported as a separate
                    component of stockholders' equity.

          (M)       Income taxes

                    Income taxes are provided based on the liability method of
                    accounting pursuant to Statement of Financial Accounting
                    Standards No 109 "Accounting for Income Taxes" ("SFAS 109").
                    In accordance with SFAS No 109, deferred tax assets are
                    recognised for deductible temporary differences and
                    operating loss carry forwards, and deferred tax liabilities
                    are recognised for taxable temporary differences. Temporary
                    differences are the differences between the reported amounts
                    of assets and liabilities and their tax basis. Deferred tax
                    assets are reduced by a valuation allowance when, in the
                    opinion of management, it is more likely than not that some
                    portion or all of the deferred tax assets will not be
                    realized.

          (N)       Use of Estimates

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

                                       11
<PAGE>
Notes to consolidated financial statements

2         Summary of Significant Accounting Policies (continued)

          (O)       Earnings Per Share

                    Earnings per share is based on the weighted average number
                    of shares of common stock and dilutive common stock
                    equivalents outstanding. Basic earnings per share includes
                    no dilution and is computed by dividing income available to
                    common shareholders by the weighted average number of common
                    shares outstanding for the period. Diluted earnings per
                    share reflects the potential dilution of securities that
                    could share in the earnings of an entity.

                    For the purposes of calculating earnings per share at
                    December 31, 2002 the Company has retroactively restated its
                    outstanding common stock based upon the stock split declared
                    on April 22, 2003 ( See Note 10).

                    Basic and diluted earnings per share are the same during the
                    periods ended June 30, 2002 and 2003 as the impact of
                    dilutive securities is antidilutive. There are 2,215,000
                    warrants to purchase shares of the Company's Common stock
                    currently outstanding.

          (P)       Recent Accounting Pronouncements

                    In June 2002, the FASB issued Statements No 146, "Accounting
                    for Costs Associated with Exit or disposal Activities". The
                    standard requires companies to recognize costs associated
                    with exit or disposal activities when they are incurred
                    rather than at the date of commitment to an exit or disposal
                    plan. Examples of costs covered by the standard include
                    lease termination cost and certain employee severance costs
                    that are associated with a restructuring, discontinued
                    operation, plant closing, or other exit or disposal
                    activity. Previous accounting guidance provided by EITF
                    Issue No. 94-3, "Liability Recognition for Certain Employee
                    Termination Benefits and Other Costs to Exit an Activity
                    (including Certain Costs Incurred in a Restructuring)" is
                    replaced by this Statement. Statement 146 is to be applied
                    prospectively to exit or disposal activities initiated after
                    December 31, 2002. The Company adopted this Statement on
                    January 1, 2003 and the adoption had no affect on the
                    Company's financial statements for the period ended June 30,
                    2003.

                    In April 2003, the FASB issued Statement No. 149, "Amendment
                    of Statement 133 on Derivative Instruments and Hedging
                    Activities". The Statement amends Statement 133 for
                    decisions made by the Derivatives Implementation Group, in
                    particular the meaning of an initial net investment, the
                    meaning of underlying and the characteristics of a
                    derivative that contains financing components. Presently,
                    the Company has no derivative financial instruments and,
                    therefore, believes that adoption of the Statement will have
                    no effect on its financial statements.

                    In May 2003, the FASB issued Statement No. 150 "Accounting
                    for Certain Financial Instruments with Characteristics of
                    both Liabilities and Equity". The Statement requires that
                    the issuer classify certain instruments as liabilities,
                    rather than equity, or so-called mezzanine equity.
                    Presently, the Company has no financial instruments that
                    come under the scope of the Statement and, therefore,
                    believe that adoption of the new Statement will have no
                    impact on its financial statements.

                                       12
<PAGE>
Notes to consolidated financial statements




3         Plant and Equipment

          Plant and equipment comprise the following at June 30, 2003.

          Fixtures and fittings               $ 28,098
          Moulds and tooling                    98,056
          Computer equipment                    37,183
                                               _______
                                               163,337
          Accumulated depreciation               8,842
                                               _______
                                              $154,495
                                               =======

          The company is not currently using or depreciating the molds and
          tooling acquired from the acquisition of Jusco Toys Ltd, due to the
          enquiry from the Hong Kong Inland Revenue Department. These moulds and
          tooling will be utilized once the enquiry has been settled and
          management believes that no impairment has occurred. The company owns
          other molds and tooling included above that has a cost of $12,684,
          which it is currently using and hence depreciating.
<TABLE>
<CAPTION>

4         Intangible Assets                                                                Accumulated
                                                                            Cost           amortization          Total

<S>                                                                         <C>                 <C>             <C>
          Licenses                                                          $1,841,794          $134,905        $1,706,889
          Trademarks                                                           117,046             4,316           112,730
          Film and television costs                                            139,983                 -           139,983
          Website costs                                                         75,660            14,800            60,860
                                                                           ___________          ________        __________
                                                                            $2,174,483          $154,021        $2,020,462
                                                                           ===========          ========        ==========
</TABLE>

          As of December 31, 2002, the estimated aggregate amortization expense,
          based on current levels of intangible assets for the succeeding five
          years is as follows:

                                              $

          December 31, 2003                155,893
          December 31, 2004                156,366
          December 31, 2005                145,809
          December 31, 2006                 91,943
          December 31, 2007                 91,943

                                       13
<PAGE>
Notes to consolidated financial statements


5         Short Term Borrowings

          On July 10, 2002, the Company borrowed $240,000 from an individual
          lender. The debt bears interest at 20% per year. The debt and all
          accrued interest was due on January 10, 2003. The debt is
          collateralized by the Company's inventory.

6         Advances from Factor

          On January 13, 2003 Peak Entertainment Holdings, Inc entered into an
          invoice factoring agreement with IFT London Ltd. Under the agreement,
          the Company specifically identifies receivables that it wants to
          receive advances on and submits them to the factor. Once the factor
          approves the receivables that are submitted, the Company receives 70%
          of the invoice amount. Customers are then instructed to pay the factor
          directly. When the customer pays the entire outstanding balance to the
          factor, the Company receives the remaining 30% of the invoice amount,
          less a financing charge equal to 8% of the total invoice amount.

          The Company accounts for this arrangement in accordance with Statement
          of Financial Accounting Standard No. 140 "Accounting for Transfers and
          Servicing of Financial Assets and Extinguishments of Liabilities."
          Under the agreement any invoices not paid prior to the end of the
          recourse periods are reassigned to the Company. Accordingly, the
          Company records the advances received as a liability until the
          customer invoice is paid in full. In addition, the Company recognizes
          the interest charge in full at the time the initial advance is
          received.

7         Commitments

          The Company leases certain buildings under non-cancellable operating
          leases. Future minimum lease payments under those leases are as
          follows at June 30, 2003.

          Year ending December 31, 2003                     $56,124
                                                            =======

          Rent expense for all operating leases charged against earnings
          amounted to $18,203 and $30,339 in the three months and six months
          ended June 30, 2003 respectively and $12,284 and $25,289 in the three
          months and six months ended June 30, 2002, respectively.

                                       14
<PAGE>
Notes to consolidated financial statements



8         Transactions with related parties

          The relationship between the company and its related parties are:

               Wilfred and Paula Shorrocks are deemed to be related parties as
               they are directors and shareholders of the following companies:
               Jusco UK Ltd, Jusco Toys Ltd, Wembley Sportsmaster Ltd, Cameo
               Collectables Ltd and Peak Entertainment Holdings, Inc.

          During the six months the company had the following transactions with
          its related parties:

          a)       Wilfred and Paula Shorrocks
<TABLE>
<CAPTION>

                   i)       Movements on stockholders' advances account

<S>                                                             <C> <C>            <C>
                            Balance due by the Company December 31, 2002           $894,193
                            Cash repayments                                         (97,396)
                            Foreign exchange loss                                    28,140
                                                                                  _________
                            Balance due by the Company at June 30, 2003           $ 824,937
                                                                                  =========
</TABLE>

                    There are no terms for repayment and no interest has been
                    charged to the Company during the period.

                   ii)      License agreement

                    On April 30, 2002 the Company entered into a license
                    agreement with Wilfred and Paula Shorrocks whereby the
                    Company acquired the exclusive rights to apply various
                    intellectual properties to the manufacture, distribution and
                    sale of products on a worldwide basis. Under the terms of
                    the agreement the company has undertaken to pay to Wilfred
                    and Paula Shorrocks a guaranteed minimum royalties amount of
                    US $1,000,000, with the agreement due to expire on December
                    31, 2023. There are no set repayment terms. This liability
                    is included in unearned royalties and other advances.

9         Warrants

          On February 28, 2002, Palladium, the predecessor to Peak Entertainment
          Holdings, Inc issued warrants to purchase 645,000 shares of the
          Company's common stock at $0.31 per share. The warrants are for a term
          of 5 years and expire on February 28, 2007. On April 22, 2003 Peak
          Entertainment Holdings, Inc. issued warrants to purchase 1,570,000
          shares of the Company's common stock at $0.31 per share. The warrants
          are for a term of 5 years and expire on April 22, 2008. These warrants
          are still outstanding as of June 30, 2003, and can be exercised to
          purchase shares of Peak Entertainment Holdings, Inc.

                                       15
<PAGE>
Notes to consolidated financial statements

10        Reverse acquisition

          On April 22, 2003, Palladium Communications, Inc. ("Palladium") (a US
          public company) issued 19,071,684 shares of its common stock for all
          of the outstanding common stock of Peak Entertainment Ltd. Immediately
          prior to the transaction, Peak Entertainment Ltd. authorized a stock
          split so that the outstanding shares of common stock were increased
          from 4 to 19,071,684. Immediately after the transaction, the former
          shareholders of Peak Entertainment Ltd. (Wilf and Paula Shorrocks)
          owned approximately 90% of the outstanding common stock of Palladium.
          On April 27, 2003, Palladium transferred all of its assets and
          liabilities, excluding the ownership of Peak Entertainment Ltd to
          Palladium Consulting Group, LLC. Therefore at the time of the
          acquisition Palladium was considered to be public shell. This
          transaction was accounted for as a reverse acquisition of a public
          shell.

          The accounting for a reverse acquisition with a public shell is
          considered to be a capital transaction rather than a business
          combination. That is, the transaction is equivalent to the issuance of
          common stock by Peak for the net monetary assets of Palladium,
          accompanied by a recapitalization. Palladium's net assets have been
          recorded at carryover basis and no goodwill has been generated in the
          transaction. The historical financial statements of the "registrant"
          became those of Peak Entertainment Holdings, Inc.

          Balance Sheet Adjustments

          The following is a summary of the adjustments to effect the
          recapitalization:

<TABLE>
<CAPTION>


                                                                  Additional                        Other
          Stockholders' Equity                       Common        Paid In         Retained      Comprehensive
                                      Shares         Stock         Capital         Earnings         Income          Total

<S>                                            <C>         <C>            <C>       <C>             <C>            <C>
          Peak Entertainment                   2           $6             $0       -$1,346,875     -$42,096       -$1,388,965
          Holdings Inc - April
          22, 2003
          Stock split(1)              19,071,682       19,072        -19,072                 0            0                 0
                                       _________      _______        _______         _________      _______         _________
          Subtotal                    19,071,684       19,078        -19,072        -1,346,875      -42,096        -1,388,965
          Palladium                    2,119,076        2,119       -210,619                 0            0          -208,500
          Communications, Inc. -
          Net assets on April
          22, 2003 (2)
                                       _________      _______        _______         _________      _______         _________
          Total stockholder           21,190,760      $21,197      -$229,691       -$1,346,875     -$42,096       -$1,597,465
          Equity immediately
          after the
          recapitalization
</TABLE>

                                       16
<PAGE>
Notes to consolidated financial statements


          In order to effect the merger, the following transactions were
          recorded:

          1    Peak Entertainment Holdings, Inc completed a 9,535,842 for 1
               stock split. This transaction has no impact on total
               stockholders' equity.

          2    The net deficit of Palladium, $208,500, at the time of
               transaction is included in stockholders' equity. The other side
               of this transaction is to add $208,500 in liabilities related to
               convertible debentures to the historical financial statements of
               Peak Entertainment Holdings, Inc.

          On April 22, 2003, immediately following the recapitalization, to
          obtain funding for ongoing operations the Company issued $785,000 in
          convertible debentures and warrants to purchase 1,570,000 shares of
          the company's common stock.

          The debentures bear interest at 12%, mature one year from the date of
          issuance and are convertible at the option of the holder at the lower
          of $1.00 or 50% off the average of the three lowest intra-day trading
          prices for the common stock on a principal market for the 20 trading
          days before but not including the conversion date. The warrants are
          exercisable at the average of the three lowest trading prices of the
          common stock during the 20 trading days immediately prior to the date
          of filing of a registration statement.

          The Company has recorded these debentures and warrants in accordance
          with the provisions of EITE 00-27 "Application of Issue 98-5 to
          Certain Convertible Instruments". Under the provisions of EITF 00-27,
          the company has allocated the total proceeds received between the
          convertible debentures and the warrants based on their relative fair
          value at the date of issuance. The Company then estimated the
          intrinsic value of the beneficial conversion feature resulting from
          the ability of the debenture holders to convert at a 50% discount. As
          a result, the Company has recorded a debt discount of $785,000. The
          debt discount will be amortized as interest expense over the life of
          the debentures, which is one year.

11        Contingent Liabilities

          The Company is presently under enquiry from the Hong Kong Inland
          Revenue Department. At this point in time, management believes that
          this enquiry will not have a material adverse impact on the Company's
          financial condition or results of operations.

                                       17
<PAGE>
Item 2.  MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS


Results of Operation

Three months ended June 30, 2003 as compared to three months ended June 30,
2002.

Revenues for the three months ended June 30, 2003 were $119,472, a 100% increase
over prior year revenues of nil. This increase resulted mainly from the sale of
our gift related products `Countin' Sheep' and `Kewpie Dolls'. Also included
within the increased revenue figure are royalties generated under various
licensing arrangements. At the same time last year the Company did not generate
any revenues as it was still very much in the final stages of finalizing
production of products for sale. This period in 2002 was primarily the set up of
the Company and development of its future products.

Gross profits as a percentage of revenue for the three months ended June 30,
2003 was 18%.  No revenues were generated in the period ending June 30,2002.

Selling, general and administrative expenses for the Company increased by 306%,
to $730,964 for the three month period ending June 30, 2003 compared to $179,635
for the three months ended June 30, 2002.

Operating loss for the three months ended June 30, 2003 was $751,099 as compared
to an operating loss of $193,334 for the three months ended June 30, 2002. This
increase relates to increased legal and professional fees, which have been
generated due to the Securities Purchase Agreement that was entered into,
allowing the Company to raise funding within the USA.

Interest expense by the Company for the three months ended June 30, 2003
increased to $212,224 from nil for the three months ended June 30, 2002.

The net loss for the three months ended June 30, 2003 was $897,704 as compared
to net loss of $108,769 for the three months ended June 30, 2002. This
increase is mainly due to the increased legal and professional
fees and the interest expenses on the debentures following the culmination
of the Securities Purchase Agreement.

Basic and diluted net loss per share for the three months ended June 30, 2003
were $0.043 compared to a net loss per share of $0.006 for the same period last
year. Earnings per share were calculated based on the weighted average number of
common shares for the period ended June 30, 2003 of 20,701,742 and June 30,
2002 of 19,071,684.

The Company has not generated significant revenues in this period as expected,
due to its primary revenue sources being currently in the gift market. The
market experiences seasonal lulls traditionally in this period.

                                       18
<PAGE>

Finally, our overhead has increased with appointments of key personnel
significantly in the set up of an in-house CG team with three Animation
Designers now in place. This strategic move increases the control of our
projects and it is intended that the investment will be recouped with savings
from outsourcing to third parties.


Six months ended June 30, 2003 as compared to six months ended June 30, 2002.

Revenues for the six months ended June 30, 2003 were $375,741, a 100% increase
over prior year revenues of nil. This increase resulted mainly from the sale of
our gift related products and apportionment of licenses signed in line with the
terms of the contracts, where as no revenues were generated for the same period
to June 30, 2002.

Gross profits as a percentage of revenue for the six months ended June 30, 2003
was 34%. No revenues were generated for the same period ended June 30, 2002.

Selling, general and administrative expenses have increased 239% to $1,122,848
for the six-month period ended June 30, 2003 as compared to $330,259 for the
same period last year. This increase relates primarily to the increased legal
and professional costs associated with being a public company.

Operating loss for the six months ended June 30, 2003 was $1,074,516 compared to
an operating loss of $343,958 for the six months ended June 30, 2002.

Interest expense for the Company for the six months ended June 30, 2003
increased to $226,539 from nil for the six months ended June 30, 2002. This
increase is mainly attributable to the amount of interest that is payable upon
the debentures following the culmination of the Securities Purchase Agreement.

The net loss for the six months ended June 30, 2003 was $1,269,221 as compared
to net loss of $259,393 for the six months ended June 30, 2002. This loss for
the period is attributable to the increase in costs and interest payable all in
relation to the reverse merger into a US Shell Company and the ongoing guidance
and advice that is required for the filing of Statements at the Securities
Exchange Commission.

                                       19
<PAGE>
Basic and diluted loss per share for the six months ended June 30, 2003 were
$0.061 compared to loss of $0.014 for the same period last year. Earnings per
share were calculated based on the weighted average number of common shares for
the period ended June 30, 2003 of 20,678,456 and June 30, 2002 of
19,071,684.

Liquidity and Capital Resources

The Company had a positive net change in cash of $81,177 for the six months
ended June 30, 2003, compared to the same period in the year June 30, 2002 of
$20,060.

Cash has been used in operating activities, the purchase of new plant and
equipment, and intangibles and repaying stockholders' advances. The issue of
convertible debentures has generated inflows.

Critical Accounting Policies

We have identified the policies below as critical to our business operations and
the understanding of our results of operations. The impact and any associated
risks related to these policies on our business operations is discussed
throughout Management's Plan of Operations where such policies reflect our
reported and expected financial results. For a detailed discussion on the
application of these and other accounting policies, see Note 2 in the Notes to
the Consolidated Financial Statements in Item 7 of the Annual Report of Form
10-KSB as of December 31, 2002. The preparation of this Quarterly Report on Form
10-QSB requires us to make estimates and assumptions that affect the reported
amount of assets and liabilities, disclosure of contingent assets and
liabilities at the date of our financial statements, and the reported amounts of
revenue and expenses during the reported period. There can be no assurance that
actual results will not differ from those estimates.

(1) Functional currency and treatment of foreign currency translation.

Due to the  majority  of the  Company's  operations  being  based in the  United
Kingdom,  the  British  Pound  has been  selected  as the  Company's  functional
currency.  In converting from the functional currency to the reporting currency,
assets and  liabilities  of the  Company are  translated  into US dollars at the
exchange rate for the year. The resulting  translation  adjustments are recorded
within other comprehensive income.

Transactions in foreign currencies are recorded using the rate of exchange
ruling at the date of the transaction. Monetary assets and liabilities
denominated in foreign currencies are translated using the rate of exchange
ruling at the balance sheet and the gains or losses on translation are included
in the statement of operations.

(2) Research and development expenditure.

All research and development expenditures have been incurred internally and are
expensed to the statement of operations as incurred.

                                       20
<PAGE>
Recent Accounting Pronouncements

In June 2002, the FASB issued Statements No 146, "Accounting for Costs
Associated with Exit or disposal Activities". The standard requires companies to
recognize costs associated with exit or disposal activities when they are
incurred rather than at the date of commitment to an exit or disposal plan.
Examples of costs covered by the standard include lease termination cost and
certain employee severance costs that are associated with a restructuring,
discontinued operation, plant closing, or other exit or disposal activity.
Previous accounting guidance provided by EITF Issue No. 94-3, "Liability
Recognition for Certain Employee Termination Benefits and Other Costs to Exit an
Activity (including Certain Costs Incurred in a Restructuring)" is replaced by
this Statement. Statement 146 is to be applied prospectively to exit or disposal
activities initiated after December 31, 2002. The Company adopted this Statement
on January 1, 2003 and the adoption had no affect on the Company's financial
statements for the period ended June 30, 2003.

In April 2003, the FASB issued Statement No. 149, "Amendment of Statement 133 on
Derivative Instruments and Hedging Activities". The Statement amends Statement
133 for decisions made by the Derivatives Implementation Group, in particular
the meaning of an initial net investment, the meaning of underlying and the
characteristics of a derivative that contains financing components. Presently,
the Company has no derivative financial instruments and, therefore, believes
that adoption of the Statement will have no effect on its financial statements.

In May 2003, the FASB issued Statement No. 150 "Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity". The Statement
requires that the issuer classify certain instruments as liabilities, rather
than equity, or so-called mezzanine equity. Presently, the Company has no
financial instruments that come under the scope of the Statement and, therefore,
believe that adoption of the new Statement will have no impact on its financial
statements.

Item 3. CONTROLS AND PROCEDURES.


(a)  The Chief Executive Officer and the Chief Financial Officer of the Company
     has evaluated the effectiveness of the design and operation of the
     Company's system of disclosure controls and procedures (as defined in Rules
     13a-14(c) and 15d-14(c) under the Exchange Act) as of a date within 90 days
     prior to the filing of this Form 10-QSB. As a result of that evaluation, he
     has concluded that the Company's disclosure controls and procedures are
     effective to ensure that information required to be disclosed in the
     Company's reports filed or submitted under the Exchange Act is recorded,
     processed, summarized and reported within the time periods specified in
     Securities and Exchange Commission rules and forms.

(b)  There have been no significant changes in the Company's system of internal
     controls or in other factors that could significantly affect internal
     controls subsequent to the date of their evaluation. There were no
     discoveries of any significant deficiencies or material weaknesses in such
     controls that would require the Company to take corrective actions.

                                       21
<PAGE>
                           PART II - OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS.

     From time to time the Company is subject to litigation incidental to its
business. The Company is not currently a party to any material legal proceedings

Item 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.

     None.

Item 3. DEFAULTS UPON SENIOR SECURITIES.

     Not applicable.

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

     None.

Item 5. OTHER INFORMATION.

     None.


Item 6. EXHIBITS AND REPORTS ON FORM 8-K.

(a) Exhibits.

         The following exhibits are filed with this report:

Exhibit 11   - Statement re: computation of per share earnings is hereby
               incorporated by reference to "Financial Statements" of
               Part I-Financial Information.

Exhibit 31   - Certification of Chief Executive Officer and Principal Financial
               Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-
               14(a).
Exhibit 32   - Certification Pursuant to Securities Exchange Act Rule 13a-14(b)
               and 18 U.S.C. Section 1350.

(b) Reports on Form 8-K.

     During the quarterly period ended June 30, 2003, the Company filed the
following reports on Form 8-K:

1.   A Report filed on May 7, 2003, which disclosed the acquisition of Peak
     Entertainment Ltd. By the Company.

2.   A Report filed on June 10, 2003, which disclosed a change of accountants.

                                       22
<PAGE>
                                   SIGNATURES

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


                                        PEAK ENTERTAINMENT HOLDINGS

Date: November 21, 2003                 By: /s/ WILF SHORROCKS
                                        -------------------------------
                                        Wilf Shorrocks, Chief Executive
                                        Officer and Principal Financial Officer





                                       23