SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                               ------------------
                                 FORM 10-KSB / A
                               (Amendment No. 1)

     [X]     Annual Report under Section 13 or 15(d) of the Securities Exchange
                                   Act of 1934

                   For the fiscal year ended November 30, 2005

     [ ]  Transition report under Section 13 Or 15(d) of the Securities Exchange
                                   Act of 1934

         For the transition period from ______________ to ______________

                       Commission file number ____________

                                EPIC MEDIA, INC.
                              --------------------
             (Exact name of registrant as specified in its charter)

                  California                             33-0735929
              ------------------                     ------------------
           (State of incorporation)         (I.R.S. Employer Identification No.)


           2049 Century Park East, Suite 1920                90067
           Los Angeles, CA
         --------------------------------------            ---------
         (Address of principal executive offices)          (Zip Code)


         Issuer's telephone number, including area code: (310) 691-8800
                                ----------------

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

Title of Class:                                Name of each exchange
                                               on which registered:

Common Stock, par value $.0001                 None

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 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 if disclosure of delinquent filers pursuant to Item 405
of Regulation S-B is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. |X|


<PAGE>


     Issuer's gross revenues for its most recent fiscal year are $0.

     The aggregate market value of the voting stock held by non-affiliates of
the registrant based on the closing sale price on March 14, 2006 was
approximately $4,208,670.

     The approximate number of shares outstanding of the registrant's Common
Stock as of March 15, 2005 was 22,750,000.

Transitional Small Business Disclosure Format:       Yes |_|  No |X|




<PAGE>


                                TABLE OF CONTENTS


Part I                                                                     Page

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

Item 2   Properties ........................................................  4

Item 3   Legal Proceedings .................................................  5

Item 4   Submission of Matters to a Vote of Security Holders ...............  5


Part II

Item 5   Market for Company's Common Equity and Related
          Stockholder Matters ..............................................  5

Item 6   Management Discussion and Analysis ................................  6

Item 7   Financial Statements ..............................................  8

               Independent Auditors Consent ................................  8
               Balance Sheet ...............................................  9
               Statement of Operations ..................................... 10
               Stockholders Equity (Stockholders' Deficit) ................. 11
               Statement of Cash Flows ..................................... 12
               Notes to Financial Statements ............................... 13

Item 8   Changes in and Disagreements with Accountants on Accounting and
          Financial Disclosure ............................................. 19


Part III

Item 9   Directors, Executive Officers, Promoters, and Control Persons;
          Compliance with Section 16(a) of the Exchange Act ...............  19

Item 10  Executive Compensation ...........................................  20

Item 11  Security Ownership of Certain Beneficial Owners and Management ...  21

Item 12  Certain Relations and Related Transactions .......................  22

Item 13  Exhibits and Reports on Form 8-K .................................  23

Item 14. Principal Accountant Fees and Services ...........................  23


                                      iii
<PAGE>


                      FORWARD-LOOKING STATEMENT INFORMATION

     Certain statements made in this Annual Report on Form 10-KSB are
"forward-looking statements"(within the meaning of the Private Securities
Litigation Reform Act of 1995) regarding the plans and objectives of management
for future operations. Such statements involve known and unknown risks,
uncertainties and other factors that may cause our actual results, performance
or achievements of the Company to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements. The forward-looking statements included herein are
based on current expectations that involve numerous risks and uncertainties. Our
plans and objectives are based, in part, on assumptions involving judgments with
respect to, among other things, future economic, competitive and market
conditions and future business decisions, all of which are difficult or
impossible to predict accurately and many of which are beyond our control.
Although we believe that our assumptions underlying the forward-looking
statements are reasonable, any of the assumptions could prove inaccurate and,
therefore, there can be no assurance that the forward-looking statements
included in this report will prove to be accurate. In light of the significant
uncertainties inherent in the forward-looking statements included herein
particularly in view of the current state of our operations, the inclusion of
such information should not be regarded as a statement by us or any other person
that our objectives and plans will be achieved. Factors that could cause actual
results to differ materially from those expressed or implied by such
forward-looking statements include, but are not limited to, the factors set
forth herein under the headings "Business," "Risk Factors" and "Management's
Discussion and Analysis of Financial Condition and Results of Operations."



                                       iv
<PAGE>


                                     PART I

Item 1.   Description of Business.

Company History

         EPIC Media, Inc. (A Development Stage Company) was incorporated on
December 11, 1996 under the laws of the State of California as "International
Environmental Technologies, Inc." On February 14, 2004 the Company reorganized
and changed its name to EPIC Media, Inc.

         EPIC Media, Inc. is a multimedia company founded to develop and package
information into marketable print and digital products.

Our New Magazine Business

         On Feb 15, 2004, the Company completed a reorganization and changed its
name to EPIC Media Inc to better describe the businesses in which the Company is
now engaged. Upon reorganization, the Company purchased assets consisting of two
magazines entitled "EVERYTHING for Men" and "EVERYTHING for Women" (and the
accompanying websites, trademarks, copyrights, samples, and other items) from
Epic Media Inc (an Oregon-based corporation and publisher wholly owned by
Nicholas A. Czuczko). In return, the Company forgave a note receivable from Mr.
Czuczko dated Nov 30, 1998, in exchange for issuing to him 1,000,000 Shares of
Common Stock with a deemed value $5,000,000 ($5.00 per Share). On May 30, 2004,
it was resolved by the Board of Directors that Mr. Czuczko, surrender 250,000
shares of common stock to the Company making the net transaction value of our
purchase the sale of the magazine assets $3,750,000.

         EPIC Media Inc intends to launch the publication of "EVERYTHING for
Men" and "EVERYTHING for Women" with initial rate bases (a rate base is the
publisher's projection of a magazine's guaranteed circulation on which its
advertising rates are based) of 250,000 and final trim sizes of 10" x 13". The
Company intends to have a national newsstand launch of the premiere issues of
"Everything for Men" and "Everything for Women" magazines take place during the
second quarter of 2006; however, we can't give assurance assurance that we will
make this targeted first publication date.

         These monthly publications will have editorial units that include:
transportation, home, health, travel, electronics, pc & online, business &
personal finance, fashion, women, sports, world news, and entertainment. We
believe The EVERYTHING magazines are the first MEGA-Magazines for men and women,
and their diverse interests with a clear message: an overwhelming amount of
meaningful content and no useless filler.

         The Company will refer to its magazine subscribers as "members" because
we are not just going to sell subscriptions to a magazine. We also intend to
offer corporate discounts with our "EVERYTHING Card", as well as monthly
giveaways on the member website. These types of benefits of membership are not
considered typical for most newsstand publications. The annual membership fee
will be $36 and will include home delivery of the magazine, which will be $5
less than the newsstand cover price for the magazine alone.



                                       1
<PAGE>

Internet Portal Business

         Zooprize.com is an internet portal designed to compile information from
Google(TM), Yahoo!(R), Ask Jeeves(R) and other data points throughout the
internet and organize it into the most relevant search results. Unlike most
metasearch engines, Zooprize does more than just search. It is a unique way of
gathering and packaging information into a member/portal interface that inspires
users to stay connected to the portal. The Company anticipates the launch of
Zooprize late in the second quarter of 2006.

         Zooprize.com was created by the staff of the company and is a wholly
owned subsidiary of EPIC Media Inc. The Company will also use the portal as a
member registration point for the Everything magazine titles launching early
2006. In order to subscribe to the Everything magazines, the potential member
must go online to subscribe through the Zooprize portal. Potential members will
be directed through instruction in the magazines to go online to Zooprize and
will be directed to a registration point to subscribe to either magazine.


                                  Risk Factors
                                  ------------



         You should carefully consider the risks and uncertainties described
below and the other information in this prospectus. These are not the only risks
we face. Additional risks and uncertainties that we are not aware of or that we
currently deem immaterial also may impair our business. If any of the following
risks actually occur, our business, financial condition and operating results
could be materially adversely affected.

We are a development stage company with a limited operating history.

         We are currently in the development stage and have a limited operating
history upon which an evaluation of our future prospects can be made. We need to
raise significant investment capital to fund our marketing and publishing
efforts. Since inception, our operation has been generating losses and we cannot
give assurances that we will be successful in generating profits in the future.
We are regarded as a new venture with all of the unforeseen costs, expenses,
problems and difficulties to which such ventures are subject. We cannot give
assurances that we will be able to raise the financing necessary to commence our
planned operation. Therefore, you may lose your entire investment in us.

Our auditors have issued a going concern opinion. Therefore we may not be able
to achieve our objectives and may have to suspend or cease operations.

         At this time, we cannot be sure that we will be successful in our
operations. Furthermore, as at November 30, 2005, our independent public
accountants issued an opinion that there is substantial doubt about our ability
to continue in business as a going concern without additional financing and/or
generating profits.



                                       2
<PAGE>

If we do not raise financing or begin generating revenue, we may have to suspend
or cease operations.

         We have never generated revenue or been profitable. Given the high
costs relating to the commencement of operations of our business, including
expenses relating to sales and marketing, research and development and other
general and administrative expenses, we will need to raise significant
investment funds and generate significant revenue to commence and sustain our
operations. We may not be able to achieve the requisite level of revenue or
obtain additional financing on terms favorable to us or at all. Additionally,
our losses and costs of our operations may increase in the future. To the extent
we are not able to achieve adequate revenue or obtain financing sufficient to
commence and sustain operations, our financial condition would be materially
adversely impacted and you could lose your entire investment.

We have experienced a history of losses and expect to incur future losses.
Therefore, we must continue to raise money from investors to fund our
operations. If we are unable to fund our operations, we will cease doing
business.

         We have recorded no revenue from operations to date. Our losses have
resulted principally from costs incurred in activities related to our efforts to
develop our business model. We expect to incur significant operating losses and
negative cash flows. We will need to generate significant revenues in order to
achieve and maintain profitability. We may not be able to generate these
revenues or achieve profitability in the future. Even if we do achieve
profitability, we may not be able to sustain or increase profitability. We have
generated negative revenue to date. Consequently, we must raise money from
investors to commence our operations. If we can't fund our operations through
product sales and investments by third parties, we will have to cease
operations.

Competition from companies with already established marketing links to our
potential customers may adversely affect our ability to market our products.

         Current and potential competitors have longer operating histories,
larger customer bases, greater brand name recognition and significantly greater
financial, marketing and other resources than we have. There are many well
established magazines in the entertainment field, directed at both men and
women. Many are owned by major publishing companies with substantial financial
resources. We are attempting to capture a segment of this market by appealing to
both men and women in one broad publication and by marketing in a different
manner than current magazines. We cannot assure you that we will be able to
compete successfully against these larger competitors.

Our insurance coverage may be inadequate to cover significant claims against our
company.

         If we are sued for any reason, we will have to rely on our liability
insurance to pay any judgment rendered against us. If a judgment is rendered
against us for any amount over our aggregate coverage limit of $2,000,000, than
we may have to cease operations.

Because the market for our common stock is limited, you may not be able to
resell your shares of common stock.

         Our Common Stock is traded on an unsolicited basis on the Pink Sheets
under ticker symbol EPMI. As a result, you may not be able to resell your
securities in open market transactions. There is currently a limited trading
market for our common stock. While we intend to apply for trading of our common
stock on the Over the Counter Bulletin Board, there is no assurance we can
obtain such approval.



                                       3
<PAGE>

Because our common stock is subject to penny stock rules, the liquidity of your
investment may be restricted.

         Our common stock is now, and may continue to be in the future, subject
to the penny stock rules under the Securities and Exchange Act of 1934. These
rules regulate broker/dealer practices for transactions in "penny stocks." Penny
stocks generally are equity securities with a price of less than $5.00. The
penny stock rules require broker/dealers to deliver a standardized risk
disclosure document that provides information about penny stocks and the nature
and level of risks in the penny stock market. The broker/dealer must also
provide the customer with current bid and offer quotations for the penny stock,
the compensation of the broker/dealer and its salesperson and monthly account
statements showing the market value of each penny stock held in the customer's
account. The bid and offer quotations and the broker/dealer and salesperson
compensation information must be given to the customer orally or in writing
prior to completing the transaction and must be given to the customer in writing
before or with the customer's confirmation. In addition, the penny stock rules
require that prior to a transaction, the broker and/or dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written agreement to the transaction.
These additional penny stock disclosure requirements are burdensome and may
reduce the trading activity in the market for our common stock. As long as the
common stock is subject to the penny stock rules, holders of our common stock
may find it more difficult to sell their securities.

Item 2.   Description of Properties

         As of November 30, 2005, the Company has net tangible property was $0.

         On Feb 15, 2004, the Company purchased substantially all of the assets
from Epic Media, Inc. (an Oregon-based corporation and publisher wholly owned by
Nicholas A. Czuczko) which consisted of the intellectual property rights to two
magazine concepts named EVERYTHING for Men and EVERYTHING for Women.

         As consideration for this acquisition, the Company forgave a note
receivable from Mr. Czuczko, dated Nov 30, 1998, for the purchase of 1,000,000
Shares of Common Stock in the amount of $5,000,000 ($5.00 per Share). The
Magazines have a historical book value of $44,101. Additional Paid in Capital
decreased by $4,955,899 as the use of goodwill is not allowed in related party
transactions as per USGAAP. On May 30, 2004, it was resolved by the Board of
Directors that Nicholas A. Czuczko surrender 250,000 shares to the Company
making the net transaction of the sale of the magazines $3,750,000. Please see
notes to financials.

         We also own Zooprize.com, Inc., is a wholly owned subsidiary of EPIC
Media Inc. The Company will also use the portal as a member registration point
for the Everything magazine titles launching early 2006.

         The Company has been conducting business at 9756 Charleville Blvd
Beverly Hills, CA 90212. Mr. Czuczko provides the office space at this location
which is approximately 1,000 sq. ft. at no cost to the Company nor will the
Company pay any compensation for this space in the near future.



                                       4
<PAGE>

         On January 27, 2006, the Company has relocated its principal executive
office to 2049 Century Park East, Suite 1920, Los Angeles, CA 90067.

Item 3.   Legal Proceedings.

         The Company has no past, pending or threaten litigation or
administrative action which has had or may have any material effect upon the
Company's business, financial condition, or operations, including any litigation
involving the Company's officers, directors, or other personnel.

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

None.


                                     PART II

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

         The principal market where the Company's Common Equity is traded is the
Pink Sheets under ticker Symbol EPMI. The Company is filing this registration
statement and the accompanying financial statements in order to become a fully
reporting company and obtain a listing on the OTC Bulletin Board.

         The following table sets forth the quarterly high and low quotes per
share for the common stock, the period indicated. These quotations reflect
inter-dealer prices, without retail mark-up, mark-down or commissions and may
not represent actual transactions.

               Fiscal Quarter                   High          Low
               --------------                ----------   ----------
               2005
                 Fourth Quarter                 $.76         $.20
                 Third Quarter                 $1.20         $.40


          Dividends

         As of the date of this registration statement, we have not paid any
cash dividends to stockholders. The declaration of any future cash dividend will
be at the discretion of the Board of Directors and will depend upon the
earnings, if any, capital requirements and our financial position, general
economic conditions, and other pertinent conditions. It is our present intention
not to pay any cash dividends in the foreseeable future, but rather to reinvest
earnings, if any, into the business.



                                       5
<PAGE>

         On June 15, 2005, the Company declared a stock dividend. Shareholders
received 9 additional shares for every share they owned, increasing the total
outstanding shares from 2,275,000 to 22,750,000. The purpose of the stock
dividend was to provide to shareholders improved liquidity in EPIC Media's
common stock. Under Internal Revenue Code Section 305(a), the receipt of the
stock dividend will not result in the imposition of US federal income taxes.
Shareholders will only need to adjust their tax basis in their shares on a
pro-rata basis.

         Any future determination to declare and pay dividends will be made by
our Board of Directors in light of our earnings, financial position, capital
requirements and other factors that our Board of Directors deems relevant.

Common Stock

         The Company is authorized to issue 100,000,000 Shares of Common Stock,
no-par value. There are 25,250,000 Shares of the Company's Common Stock issued
and outstanding.

         The holders of the Company's Common Stock are entitled to one vote per
share in each matter to be voted on by the shareholders. Holders of the
Company's Common Stock are entitled to receive ratably such dividends as may be
declared by the Board of Directors out of funds legally available for
distribution after all dividends payable or in arrears are paid to the preferred
shareholders. With respect to any proposed "going private" transaction, sale,
liquidation, or any other form of disposition of all or substantially all of the
Company's assets, holders of the Common Stock have the right to a ratable
portion of the assets remaining after payment of all indebtedness and payments
to shareholders of the Company's Preferred Stock. Stockholders of the Company
have no preemptive rights or other rights to subscribe for additional shares. No
shares of Common Stock have conversion rights or are subject to redemption.
There are no provisions in the by-laws that would delay, defer or prevent a
change in control of the Company.

         The Company's bylaws permit cumulative voting. Every shareholder
entitled to vote shall be entitled to one vote for each share held, except for
the election of directors. In an election for directors, if a candidate's name
has been placed in nomination prior to the voting and one or more names has been
placed in nomination prior to the voting and one or more shareholders has given
notice at the meeting prior to the voting of the shareholder's intent to
cumulate the shareholder's votes, then every shareholder entitled to vote may
cumulate votes and give one candidate a number of votes equal to the number of
directors to be elected multiplied by the number of shares which the shareholder
is entitled to vote, or distribute the vote on the same principle among as many
candidates as the shareholder chooses. The candidates receiving the highest
number of votes up to the number of directors to be elected shall be elected.
Upon demand of any shareholder made before the voting begins, the election of
directors shall be by ballot.

Item 6.   Management's Discussion and Analysis of Financial Condition and
Results Operations



                                       6
<PAGE>

         During the fiscal year 2005, there were minimal operational activities.
The Company's main focus was to secure financing, secure office, recruit key
hires and develop its business model.

         Cautionary statement identifying important factors that could cause our
actual results to differ from those projected in forward looking statements.

         Pursuant to the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995, readers of this report are advised that this
document contains both statements of historical facts and forward-looking
statements. Forward looking statements are subject to certain risks and
uncertainties, which could cause actual results to differ materially from those
indicated by the forward-looking statements. Examples of forward-looking
statements include, but are not limited to (i) projections of revenues, income
or loss, earnings per share, capital expenditures, dividends, capital structure
and other financial items, (ii) statements of our plans and objectives with
respect to business transactions and enhancement of shareholder value, (iii)
statements of future economic performance, and (iv) statements of assumptions
underlying other statements and statements about our business prospects.

Critical Accounting Policies

         Our discussion and analysis of financial condition and results of
operations are based upon the financial statements, which have been prepared in
accordance with accounting principles generally accepted in the United States of
America. The preparation of financial statements require management to make
estimates and judgments that affect the reported amounts of assets and
liabilities, revenues and expenses and disclosures on the date of the financial
statements. On an on-going basis, we evaluate our estimates, including, but not
limited to, those related to revenue recognition.

         We use authoritative pronouncements, historical experience and other
assumptions as the basis for making judgments. Actual results could differ from
those estimates. Critical accounting policies identified are as follows:







Item 7.   Financial Statements.



                                       7
<PAGE>


                          MOORE & ASSOCIATES, CHARTERED
                            ACCOUNTANTS AND ADVISORS
                            ------------------------
                                PCAOB REGISTERED


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
             -------------------------------------------------------


To the Board of Directors
Epic Media Inc. ( A Development Stage Company)
Las Vegas, Nevada

We have audited the accompanying balance sheet of Epic Media Inc. ( A
Development Stage Company) as of November 30, 2005, and the related statements
of operations, stockholders' equity and cash flows for the period from inception
on December 11, 1996 through November 30, 2005. These financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted our audits in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Epic Media Inc. ( A Development
Stage Company) as of November 30, 2005 and the results of its operations and its
cash flows for the period from inception on December 11, 1996 through November
30, 2005, in conformity with accounting principles generally accepted in the
United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 6 to the
financial statements, the Company's recurring losses and lack of operations
raises substantial doubt about its ability to continue as a going concern.
Management's plans concerning these matters are also described in Note 6. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.


/s/ Moore & Associates, Chartered
---------------------------------

Moore & Associates Chartered
Las Vegas, Nevada
February 24, 2006


               2675 S. Jones Blvd. Suite 109, Las Vegas, NV 89146
               --------------------------------------------------
                        (702) 253-7511 Fax (702) 253-7501
                        ---------------------------------



                                       8
<PAGE>


                                Epic Media, Inc.
                         (A Development Stage Company)


                                 Balance Sheets
                                 --------------


                        ASSETS
                        ------


                                             November 30,
                                                 2005
                                            -------------
Current Assets
   Cash                                      $       -
                                            -------------

Total Assets                                 $       -
                                            =============



          LIABILITIES AND STOCKHOLDERS' EQUITY
          ------------------------------------

Liabilities
   Taxes Due                                       8,362
   Due to Related Party                          130,834
                                            -------------

   Total Liabilities                             139,196
                                            -------------
Stockholders' Equity

   Common Stock, authorized
    100,000,000 shares, no par value,
    issued and outstanding on
    November 30, 2005 and 2004,
    is 22,789,260 and 22,750,000 shares
    respectively.                                 76,767

    Subscriptions Receivable

    Deficit Accumulated During the
    Development Stage                           (215,963)
                                            -------------

    Total Stockholders' Equity                  (139,196)
                                            -------------

Total Liabilities and Stockholders' Equity   $       -
                                            =============


The accompanying notes are an integral part of these statements



                                       9
<PAGE>


                                Epic Media, Inc.
                         (A Development Stage Company)

                            Statements of Operations
                            ------------------------

               December 11, 1996 (Inception) to November 30, 2005

                                                            December 11,
                                          Year Ended      1996 (Inception)
                                         November 30,     to November 30,
                                             2005              2005
                                        ---------------   ---------------

Revenue from Discontinued
 Operations                              $         -       $      44,173

Expenses
  General and Administrative                    21,756            67,950
  Advertising                                   11,486            55,587
  Investor Relations Expense                    80,000            80,000
  Depreciation Expense                                             4,845
  Corporate Taxes                                                  8,862
  Professional Fees                             27,279            42,892
                                        ---------------   ---------------

  Total Expenses                               140,521           260,136
                                        ---------------   ---------------

Net (Loss)                               $    (140,521)    $    (215,963)
                                        ===============   ===============

Basic and Diluted
 (Loss) per Share                                  a                 a
                                        ---------------   ---------------

Weighted Average
 Number of Shares                           22,752,259        22,752,259
                                        ---------------   ---------------

a = Less than ($0.01) per share

The accompanying notes are an integral part of these statements



                                       10
<PAGE>

<TABLE>
<CAPTION>

                                Epic Media, Inc.
                         (A Development Stage Company)

                        Statement of Stockholders' Equity
                        ---------------------------------

               December 11, 1996 (Inception) to November 30, 2005


                                                                     Common Stock
                                                    Price    --------------------------- Subscriptions  Accumulated      Total
                                         Date     Per Share      Shares        Amount      Receivable     Deficit        Equity
                                      ---------------------- ------------- ------------- ------------- ------------- -------------

<S>                                   <C>          <C>         <C>          <C>           <C>           <C>           <C>
Common Shares issued to Founders      12/11/1996   $ 0.001     15,250,000   $    15,000   $       -     $       -     $    15,000
Net (Loss)                                                                                                   (7,011)       (7,011)
                                                             ------------- ------------- ------------- ------------- -------------

Balance, November 30, 1997                                     15,250,000        15,000           -          (7,011)        7,989

Common Shares subscribed              11/30/1998   $ 0.500     10,000,000     5,000,000    (5,000,000)                        -
Net (Loss)                                                                                                   (8,789)       (8,789)
                                                             ------------- ------------- ------------- ------------- -------------

Balance, November 30, 1998                                     25,250,000     5,015,000    (5,000,000)      (15,800)         (800)

Net (Loss)                                                                                                   (1,031)       (1,031)
                                                             ------------- ------------- ------------- ------------- -------------

Balance, November 30, 1999                                     25,250,000     5,015,000    (5,000,000)      (16,831)       (1,831)

Net (Loss)                                                                                                   (1,262)       (1,262)
                                                             ------------- ------------- ------------- ------------- -------------

Balance, November 30, 2000                                     25,250,000     5,015,000    (5,000,000)      (18,093)       (3,093)

Net (Loss)                                                                                                   (1,498)       (1,498)
                                                             ------------- ------------- ------------- ------------- -------------

Balance, November 30, 2001                                     25,250,000     5,015,000    (5,000,000)      (19,591)       (4,591)

Net (Loss)                                                                                                   (1,725)       (1,725)
                                                             ------------- ------------- ------------- ------------- -------------

Balance, November 30, 2002                                     25,250,000     5,015,000    (5,000,000)      (21,316)       (6,316)

Net (Loss)                                                                                                   (1,246)       (1,246)
                                                             ------------- ------------- ------------- ------------- -------------

Balance, November 30, 2003                                     25,250,000     5,015,000    (5,000,000)      (22,562)       (7,562)

Payment of expense through cancellation
 of Subscription Receivable            2/14/2004                             (4,955,899)    5,000,000                      44,101
Surrender of Common Shares             5/30/2004               (2,500,000)                                                    -

Net (Loss)                                                                                                  (52,880)      (52,880)
                                                             ------------- ------------- ------------- ------------- -------------

Balance, November 30, 2004                                     22,750,000        59,101           -         (75,442)      (16,341)

Common Stock issued for service        11/9/2005      0.45         39,260        17,666                                    17,666

Net (Loss)                                                                                                 (140,521)     (140,521)
                                                             ------------- ------------- ------------- ------------- -------------

Balance, November 30, 2005                                     22,789,260   $    76,767   $       -     $  (215,963)  $  (139,196)
                                                             ============= ============= ============= ============= =============
</TABLE>

On June 29, 2005 the company executed a 10:1 forward stock split that has been
retroactively applied to this statement.


The accompanying notes are an integral part of these statements



                                       11
<PAGE>


                                Epic Media, Inc.
                         (A Development Stage Company)

                            Statements of Cash Flows
                            ------------------------

                                                                  December 11,
                                                Year Ended      1996 (Inception)
                                               November 30,     to November 30,
                                                   2005              2005
                                              ---------------   ---------------

Operating Activities
  Net (Loss)                                   $    (140,521)    $    (215,963)

  Adjustments to Net (Loss):
    Stock Issued for services                         17,666            61,767
    Increase in Accounts Payable                     122,855           139,196
    Depreciation                                                         4,845
                                              ---------------   ---------------

  Net Cash (Used) by Operating Activities                -             (10,155)
                                              ---------------   ---------------

Investing Activities
  Purchase of equipment                                                 (4,845)
                                              ---------------   ---------------

  Net Cash Used by Investing Activities                                 (4,845)

Financing Activities
  Proceeds from sale of Common Stock                                    15,000
                                              ---------------   ---------------

  Cash Provided by Financing Activities                  -              15,000
                                              ---------------   ---------------

Net Increase in Cash                                     -                 -

Cash, Beginning of Period                                -                 -
                                              ---------------   ---------------

Cash, End of Period                            $         -       $         -
                                              ===============   ===============


Supplemental Information:
  Interest Paid                                $         -       $         -
  Income Taxes Paid                            $         -       $         -


The accompanying notes are an integral part of these statements



                                       12
<PAGE>


                                EPIC Media, Inc.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS


NOTE 1.     GENERAL ORGANIZATION AND BUSINESS

EPIC Media, Inc. (A Development Stage Company) was incorporated on December 11,
1996 under the laws of the State of California as "International Environmental
Technologies, Inc." On February 14, 2004 the Company reorganized and changed its
name to EPIC Media, Inc. The Company is considered to be in the development
stage in accordance with SFAS #7.

EPIC Media, Inc. is a multimedia company founded to develop and package
information into marketable print and digital products.


NOTE 2.     DISCONTINUED OPERATIONS AND REORGANIZATION

In 1996, the Company secured distribution rights to the Automatic Mechanical
Variable Ratio Transmission (AMVRT) system from VRT Inc. by issuing a note in
the amount of $3,000,000. It began marketing the AMVRT in 1998 and reported
revenue of $44,173 with an associated net loss through November 30, 2001 of
$19,591. In January 1999, because of VRT Inc.'s inability to perform, the
Company ended its relationship with VRT by returning the AMVRT distribution
rights for its $3,000,000 note that was promptly cancelled.

The Company discontinued operations and began a process of reorganization. In
February 2004 the company purchased all rights including copyrights, trademarks,
websites and samples to two magazines entitled "EVERYTHING for Men" and
"EVERYTHING for Women" from Epic Media, Inc. an Oregon corporation and
publisher.


NOTE 3.     SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES

Accounting Basis
----------------

These financial statements are prepared on the accrual basis of accounting in
conformity with accounting principles generally accepted in the United States of
America.

                            Management Certification

The financial statements and notes herein are certified by the officers of the
Company to present fairly, in all material respects, the financial position,
results of operations and cash flows for the periods presented in conformity
with accounting principles generally accepted in the United States of America,
consistently applied.



                                       13
<PAGE>


Cash and Cash Equivalents
-------------------------

For the purpose of the statement of cash flows, cash equivalents include all
highly liquid investments with maturity of three months or less.

Dividends
---------

The Company has not adopted any policy regarding payment of dividends. No
dividends have been paid during the period shown.

Income Taxes
------------

The Company provides for income taxes under Statement of Financial Accounting
Standards NO. 109, "Accounting for Income Taxes." SFAS No. 109 requires the use
of an asset and liability approach in accounting for income taxes.

SFAS No. 109 requires the reduction of deferred tax assets by a valuation
allowance if, based on the weight of available evidence, it is more likely than
not that some or all of the deferred tax assets will not be realized. No
provision for income taxes is included in the statement due to its immaterial
amount, net of the allowance account, based on the likelihood of the Company to
utilize the loss carry-forward

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 revenue and expenses during
the reporting period. Actual results could differ from those estimates.

                           Net Income Per Common Share

Net income (loss) per common share is computed based on the weighted average
number of common shares outstanding and common stock equivalents, if not
anti-dilutive. The Company has not issued any potentially dilutive common
shares.

                          Revenue and Cost Recognition

The Company has no current source of revenue; therefore the Company has not yet
adopted any policy regarding the recognition of revenue or cost.



                                       14
<PAGE>


                                   Advertising

Advertising costs are expensed when incurred. Advertising for year ended
November 30, 2005 is $11,486.


NOTE 4.     STOCKHOLDERS' EQUITY

Common Stock - No Par Value
---------------------------

On June 15, 2005 the Company increased its authorized no-par common stock to
100,000,000 shares.

On December 11, 1996, the company issued 1,525,000 pre-split shares of its no
par value common stock for $15,000 to the founders of the Company.

On November 30, 1998, the Company issued 1,000,000 pre-split shares of its no
par value common stock for $5,000,000 subscription receivable from one of the
founders in the Company's 1998 Regulation A Offering.

On February 14, 2004, the Company cancelled the $5,000,000 subscription
receivable note in exchange for advertising services valued at $44,101 from one
of its shareholders. The capital stock account was reduced by $4,955,899.

On May 30, 2004, one of the founders returned 250,000 pre-split shares of the
Company's no par value common stock.

On June 29, 2005 the Company authorized and executed a 10:1 forward stock split
bringing the total issued and outstanding shares to 22,750,000. The forward
split has been retroactively applied to the accompanying statements.

On November 9, 2005 the Company issued 39,260 post-split common shares for
services valued at $17,666.


NOTE 5.     RELATED PARTY TRANSACTIONS

On 14 February 2004 advertising services valued at $44,101 were provided to the
Company by one of its founders. Consideration given for the advertising was the
cancellation of a $5,000,000 subscription receivable note originally issued for
the purchase of 1,000,000 pre-split shares of the companies no par value common
stock. As determined by the board of directors, on May 30, 2004 the shareholder
also surrendered 250,000 pre-split shares of no par value common stock. The
capital stock account was reduced by $4,055,899 ($5,000,000 - $44,101).

As of November 30, 2005, $130,834 is owed to a shareholder for advances made by
him to the Company.



                                       15
<PAGE>

The officers and directors of the Company are involved in other business
activities and may, in the future, become involved in other business
opportunities that become available. They may face a conflict in selecting
between the Company and other business interests. The Company has not formulated
a policy for the resolution of such conflicts.


NOTE 6.     GOING CONCERN

The accompanying financial statements have been prepared assuming that the
company will continue as a going concern. The Company has no established source
of revenue. This raises substantial doubt about the Company's ability to
continue as a going concern. Without realization of additional capital, it would
be unlikely for the Company to continue as a going concern. The financial
statements do not include any adjustments that might result from this
uncertainty.

The Company's activities to date have been supported by equity financing. It has
sustained losses in all previous reporting periods with an inception to date
loss of $215,963 as of November 30, 2005. Management continues to seek funding
from its shareholders and other qualified investors to pursue its business plan.
In the alternative, the Company may be amenable to a sale, merger or other
acquisition in the event such transaction is deemed by management to be in the
best interests of the shareholders.


NOTE 7.     PROVISION FOR INCOME TAXES

The Company provides for income taxes under Statement of Financial Accounting
Standards NO. 109, Accounting for Income Taxes. SFAS No. 109 requires the use of
an asset and liability approach in accounting for income taxes. Deferred tax
assets and liabilities are recorded based on the differences between the
financial statement and tax bases of assets and liabilities and the tax rates in
effect when these differences are expected to reverse.

SFAS No. 109 requires the reduction of deferred tax assets by a valuation
allowance if, based on the weight of available evidence, it is more likely than
not that some or all of the deferred tax assets will not be realized. In the
Company's opinion, it is uncertain whether they will generate sufficient taxable
income in the future to fully utilize the net deferred tax asset. Accordingly, a
valuation allowance equal to the deferred tax asset has been recorded. The total
deferred tax asset is $47,512, which is calculated by multiplying a 22%
estimated tax rate by the items making up the deferred tax account, the NOL of
$215,963. The total valuation allowance is a comparable $47,512.

The provision for income taxes is comprised of the net changes in deferred taxes
less the valuation account plus the current taxes payable as shown in the chart
below for the year ended November 30, 2005:

             Net changes in Deferred Tax Benefit less
              valuation account                                  $0.00
             Current Taxes Payable                                0.00
                                                                ------

             Net Provision for Income Taxes                      $0.00
                                                                ======



                                       16
<PAGE>

The Company has not filed any federal income returns since inception.


NOTE 8.     THE EFFECT OF RECENTLY ISSUED ACCOUNTING STANDARDS

Below is a listing of the most recent accounting standards SFAS 150-154 and
their effect on the Company.


Statement No. 150 Accounting for Certain Financial Instruments with
Characteristics of both Liabilities and Equity (Issued 5/03)

This Statement establishes standards for how an issuer classifies and measures
certain financial instruments with characteristics of both liabilities and
equity.


Statement No. 151 Inventory Costs-an amendment of ARB No. 43, Chapter 4 (Issued
11/04)

This statement amends the guidance in ARB No. 43, Chapter 4, Inventory Pricing,
to clarify the accounting for abnormal amounts of idle facility expense,
freight, handling costs, and wasted material (spoilage). Paragraph 5 of ARB 43,
Chapter 4, previously stated that "...under some circumstances, items such as
idle facility expense, excessive spoilage, double freight and re-handling costs
may be so abnormal ass to require treatment as current period charges...." This
Statement requires that those items be recognized as current-period charges
regardless of whether they meet the criterion of "so abnormal." In addition,
this Statement requires that allocation of fixed production overheads to the
costs of conversion be based on the normal capacity of the production
facilities.


Statement No. 152 Accounting for Real Estate Time-Sharing Transactions (an
amendment of FASB Statements No. 66 and 67)

This Statement amends FASB Statement No. 66, Accounting for Sales of Real
Estate, to reference the financial accounting and reporting guidance for real
estate time-sharing transactions that is provided in AICPA Statement of Position
(SOP) 04-2, Accounting for Real Estate Time-Sharing Transactions.

This Statement also amends FASB Statement No. 67, Accounting for Costs and
Initial Rental Operations of Real Estate Projects, states that the guidance for
(a) incidental operations and (b) costs incurred to sell real estate projects
does not apply to real estate time-sharing transactions. The accounting for
those operations and costs is subject to the guidance in SOP 04-2.


Statement No. 153 Exchanges of Non-monetary Assets (an amendment of APB Opinion
No. 29)

The guidance in APB Opinion No. 29, Accounting for Non-monetary Transactions, is
based on the principle that exchanges of non-monetary assets should be measured
based on the fair value of the assets exchanged. The guidance in that Opinion,
however, includes certain exceptions to the principle. This Statement amends
Opinion 29 to eliminate the exception for non-monetary exchanges of similar
productive assts and replaces it with a general exception for exchanges of
non-monetary assets that do not have commercial substance. A non-monetary
exchange has commercial substance if the future cash flows of the entity are
expected to change significantly as a result of the exchange.



                                       17
<PAGE>

Statement No. 154 - Accounting Changes and Error Corrections (a replacement of
APB Opinion No. 20 and FASB Statement No. 3)

This Statement replaces APB Opinion No. 20, Accounting Changes, and FASB
Statement No. 3, Reporting Accounting Changes in Interim Financial Statements,
and changes the requirements for the accounting for and reporting of a change in
accounting principle. This Statement applies to all voluntary changes in
accounting principle. It also applies to changes required by an accounting
pronouncement in the unusual instance that the pronouncement does not include
specific transition provisions. When a pronouncement includes specific
transition provisions, those provisions should be followed.

The adoption of these new Statements is not expected to have a material effect
on the Company's current financial position, results or operations, or cash
flows.





                                       18
<PAGE>

Item 8.     Changes in and Disagreements on Accounting and Financial Disclosure.

On May 31, 2005, the Board of Directors appointed Moore & Associates to serve as
Epic Media Inc's independent auditors for the fiscal years ending November 30,
2005, and the prior two (2003 & 2004).


                                    PART III

Item 9.     Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act.

         The following table sets forth the names, ages and titles of our
executive officers and members of our board of directors as of November 30,
2005:

     Name                             Age      Position Held

     Nicholas A. Czuczko, Jr.          33      Chairman of the Board, Treasurer,
                                                CEO, CFO

     John Yeung                        34      Secretary, COO, Director


         Set forth below is certain information relating to the Company's
directors and executive officers.

         All directors of the company serve one year terms and hold office until
the next annual meeting of stockholders and until their respective successors
are duly elected and qualified.

         Members of the Board of Directors are elected for one year terms and
until their successors are duly elected and qualified. Executive officers are
appointed by the Board of Directors annually to serve for one year terms and
until there successors are duly elected and qualified.

         Nicholas A. Czuczko, Jr. has served as Chairman of the Board and CEO of
the Company and its predecessor entity since 1996. Czuczko also serves on the
Board of Directors of Planet Earth's Environment Inc (a nonprofit environmental
organization) since 1992. He holds a Bachelor's Degree in Business
Administration from the University of La Verne in La Verne, CA.

         John Yeung has served as Secretary of the Board, Director and COO since
1996. Prior to joining the Company, Yeung served as managing director of WPC
Logistics Hong Kong Limited, from 1994 to 1996 and was responsible for service
related marketing material and business production in and around Hong Kong. He
holds a Bachelor's Degree in Business Administration from the University of La
Verne in La Verne, CA.

         Nicholas Czuczko Sr., father to Nicholas A. Czuczko, who is our
Chairman of the Board and CEO, owns 5,000,000 shares of the Company's Common
Stock (22%) and is therefore considered an "affiliate" of the Company. Mr.
Czuczko Sr. is not, and has never been, an officer, director, or employee of the
Company.



                                       19
<PAGE>

Board of Directors and Committees

Currently, our Board of Directors consists of and John Yeung. We are actively
seeking additional board members.

Meetings and Committees of the Board
------------------------------------

         The Board of Directors met two times per quarter during the 2005 fiscal
year, and took action by written consent numerous times.

Compensation of Directors
-------------------------

         All of our directors are unpaid. Compensation for the future will be
determined when and if additional funding is obtained.


Section 16(a) Beneficial Ownership Reporting Compliance

         Pursuant to Section 16(a) of the Securities Exchange Act of 1934, our
directors and officers, and persons who own more than ten percent of the
Company's Common Stock, are required to file with the Securities and Exchange
Commission initial reports of ownership and reports of changes in ownership of
common stock and other equity securities of the Company. Officers, directors and
greater than ten-percent shareholders are required by regulation to furnish us
with copies of all Section 16(a) reports they file. To our knowledge, based
solely on a review of the copies of such reports furnished to the Company and
written representations that no other reports were required during the fiscal
year ended December 31, 2003, except as set forth below, directors, officers and
greater than ten percent beneficial owners complied with all applicable Section
16(a) filing requirements.

None of the directors filed their Form 4's during the year 2005.

None of the directors timely filed Form 5 for the year 2005.


Item 10.    Executive Compensation.


          The following table sets forth information concerning the annual and
long-term compensation of our Chief Executive Officer, and the most highly
compensated employees and/or executive officers who served at the end of the
fiscal years November 30, 2004 and 2005, and whose salary and bonus exceeded
$100,000 for the fiscal years ended November 30, 2004 and 2005, for services
rendered in all capacities to us. The listed individuals shall be hereinafter
referred to as the "Named Executive Officers."



                                       20
<PAGE>

<TABLE>
<CAPTION>

                                                                              Long-Term Compensation

                                      Annual Compensation                 Awards                Payouts

(a)                        (b)    (c)     (d)    (e)           (f)         (g)           (h)      (i)
<S>                        <C>    <C>     <C>    <C>           <C>         <C>           <C>      <C>
Name and principal         Year   Salary  Bonus  Other         Restricted  Securities    LTIP     All Other
position                          ($)     ($)    Annual        Stock       Under-lying   Payouts  Compensation($)
                                                 Compensation  Award(s)    Options/SARs  ($)
                                                               ($)         (#)

Nicholas A. Czuczko(1),
 Chairman of the Board
 of Directors, CEO         2005    -0-    -0-       -0-         -0-         -0-           -0-       -0-

                           2004    -0-    -0-       -0-         -0-         -0-           -0-       -0-


John Yeung(3), Secretary   2005    -0-    -0-       -0-         -0-         -0-           -0-       -0-

                           2004    -0-    -0-       -0-         -0-         -0-           -0-       -0-
</TABLE>

(1) There is no employment contract with Mr. Czuczko at this time. Nor are there
any agreements for compensation in the future. A salary and stock options and/or
warrants program may be developed in the future.


(3) There is no employment contract with Mr. Yeung at this time. Nor are there
any agreements for compensation in the future. A salary and stock options and/or
warrants program may be developed in the future.


Employment Agreements

Currently, we have no employment agreements with any of our Directors or
Officers.

         The officers and directors do not presently receive a salary for their
services and there are currently no plans to implement any such compensation.
They are, however, reimbursed for any out-of-pocket expenses incurred on our
behalf. Therefore, no summary compensation tables are included herein.

Item 11.    Security Ownership of Certain Beneficial Owners and Management.

         The following table sets forth information concerning the beneficial
ownership of shares of our common stock with respect to stockholders who were
known by us to be beneficial owners of more than 5% of our common stock as of
November 30, 2005, and our officers and directors, individually and as a group.
Unless otherwise indicated, the beneficial owner has sole voting and investment
power with respect to such shares of common stock.



                                       21
<PAGE>

         Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission ("SEC") and generally includes voting or
investment power with respect to securities. In accordance with the SEC rules,
shares of our common stock which may be acquired upon exercise of stock options
or warrants which are currently exercisable or which become exercisable within
60 days of the date of the table are deemed beneficially owned by the optionees,
if applicable. Subject to community property laws, where applicable, the persons
or entities named in Table 5.0 (See "Selling Security Holders") have sole voting
and investment power with respect to all shares of our common stock indicated as
beneficially owned by them.


       Name and Address of                     Number of       Percentage of
       Beneficial owner                      Shares Owned          Class

       Nicholas A. Czuczko, Chairman of       13,195,000            58%
       the Board, CEO, Treasurer, CFO

       137 S. Spalding Dr., #405
       Beverly Hills, CA 90212


       Nicholas Czuczko, Sr.                   5,000,000            22%

       220 McArthur Way,
       Upland, CA 91786


       John Yeung, Director, Secretary,          200,000             0.879%
       COO

       2137 Forbes Ave.,
       Claremont, CA 91711


       All Executive Officers and             13,395,000            58.879%
       Directors as a Group (1)


     (1)  The percentages are based on a total of 22,750,000 shares of common
          stock issued and outstanding as of March 15, 2006.


Item 12.    Certain Relationships and Related Transactions.

         On Feb 15, 2004, the Company purchased assets consisting of two
magazines named EVERYTHING for Men and EVERYTHING for Women from Epic Media Inc
(an Oregon based corporation and publisher wholly owned by Nicholas A. Czuczko).
In return, the Company forgave a note receivable from Mr. Czuczko dated Nov 30,
1998, for the purchase of 1,000,000 Shares of Common Stock in the amount of
$5,000,000 ($5.00 per Share). The Magazines have a historical book value of
$44,101. Additional Paid in Capital decreased by $4,955,899 as the use of
goodwill is not allowed in related party transactions as per USGAAP. On May 30,
2004, it was resolved by the Board of Directors that Nicholas A. Czuczko
surrender 250,000 shares to the Company making the net transaction of the sale
of the magazines $3,750,000.



                                       22
<PAGE>

Item 13.    Exhibits and Reports on Form 8-K.

(a) Exhibits. See Index to Exhibits for a list of those exhibits filed as part
of this report.

(b) Reports on Form 8-K.

         On June 13, 2005, the Company filed a current report on Form 8-K
pertaining to the appointment of Moore & Associates as its independent auditors.


Item 14.    Principal Accountant Fees and Services.

Audit Fees

Audit fees billed to the Company by Moore & Associates ("Moore & Associates")
for auditing the Company's annual consolidated financial statements for the
fiscal year ended November 30, 2005, were $3,500, and for reviewing the
consolidated financial statements included in the Company's Quarterly Reports on
Form 10-Q $750.





                                       23
<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.


                                           EPIC MEDIA, INC.


                                       By:  /s/ Nicholas A. Czuczko
                                           -------------------------------------
                                               Nicholas A. Czuczko, CEO, CFO,
                                                Chairman of the Board


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




         Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

Signature and Title


By:  /s/ Nicholas A. Czuczko                             Date: March 15, 2006
    -------------------------------------
        Nicholas A. Czuczko, CEO, CFO
         Chairman of the Board,

By:  /s/ John Yeung                                      Date: March 15, 2006
    -------------------------------------
        John Yeung, Director, COO, Secretary




                                       24
<PAGE>


                                INDEX TO EXHIBITS


Exhibit   Description

3.1       Articles of Incorporation (incorporated by reference to Exhibit 3.1 to
          the Company's Registration Statement on Form 10SB12G (File No.
          000-50579) filed with the SEC on February 6, 2004).

3.2       By-Laws (incorporated by reference to Exhibit 3.2 to the Company's
          Registration Statement on Form 10SB12G (Registration No. 000-50579)
          filed with the SEC on February 6, 2004).

31        Section 302 Certifications

32        Certifications Pursuant to 18 of the Sarbanes-Oxley Act of 2002.



                                       25