UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION


WASHINGTON,
      DC 20549





FORM
      10-KSB








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





For
      the
      fiscal year ended October 31, 2005





Commission
      File Number 0-15382





GENER8XION
      ENTERTAINMENT, INC.


(Exact
      name as specified in its charter)





Delaware
            13-3341562(State
                or other jurisdiction of
            (IRS
                Employerincorporation
                or organization)
            Identification
                No.)





3400
                W. Cahuenga Blvd.Hollywood,
                CA
            90068(Address
                of principal executive office)
            (Zip
                Code)





Registrant’s
      telephone number:   (323)
      874-9888





Securities
      registered under section 12 (b) of the Exchange Act: None





Securities
      registered under section 12 (g) of the Exchange Act: Common Stock, $.01 par
      value





Check
      whether the registrant (1) has filed all reports required to be filed by Section
      13 or 15(d) of the Securities Exchange Act during the last 12 months (or for
      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 (
      )





Check
      here if there is no disclosure of delinquent filers in response to Item 405
      of
      Regulation S-B contained in this form, and no disclosure will be contained,
      to
      the best of the registrants’ knowledge, in definitive proxy or information
      statements incorporated by reference in Part III of this 10-KSB or any amendment
      to this Form 10-KSB. x





Aggregate
      market value of Registrants’ voting and non-voting common equity held by
      non-affiliates as of January 13, 2006 - approximately $5,160,000.





Outstanding
      common stock, $.01 par value as of January 13, 2006: 16,541,250
      shares














1











GENER8XION,
      ENTERTAINMENT, INC.


(A
      DEVELOPMENT STAGE COMPANY)


TABLE
      OF
      CONTENTS





PART
      I





Item
      1.  Description
      of Business





Item
      2.  Description
      of Property





Item
      3.  Legal
      Proceedings





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





PART
      II





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





Item
      6.
      Management’s Discussion and Analysis and Plan of Operation





Item
      7.  Consolidated
      Financial Statements





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





Item
      8A.
      Controls and Procedures





PART
      III





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





Item
      10.
      Executive Compensation





Item
      11.
      Security Ownership of Certain Beneficial Owners and Management





Item
      12.
      Certain Relationships and Related Transactions





Item
      13.
      Exhibits and Reports on Form 8-K





Item
      14.
      Principal Accountant Fees and Services





SIGNATURES





EXHIBITS








2





**SAFE
      HARBOR FOR FORWARD-LOOKING STATEMENTS**





We
      are
      including the following cautionary statement in this Annual Report on Form
      10-KSB to make applicable and take advantage of the safe harbor provisions
      of
      the Private Securities Litigation Reform Act of 1995 with respect to
      forward-looking statements made by, or on behalf of the Company. Forward-looking
      statements include statements concerning plans, objectives, goals, strategies,
      future events or performance and underlying assumptions and other statements
      that are other than statements of historical facts. From time to time, we may
      make written or oral statements that are forward-looking including statements
      contained in this report and other filings with the Securities and Exchange
      Commission. These forward-looking statements are principally contained in the
      sections captioned “Business” and “Management’s Discussion and Analysis of
      Operations”. In those and other portions of this Form 10-KSB, the words
“anticipates”, “believes”, “estimates”, “seeks”, “expects”, “plans”, “intends”,
      and similar expressions as they relate to us or our management are intended
      to
      identify forward-looking statements. All such forward-looking statements are
      expressly qualified by these cautionary statements.





Forward-looking
      statements involve risks and uncertainties that could cause actual results
      or
      outcomes to differ materially from those expressed in the forward-looking
      statements. The forward-looking statements contained herein are based on various
      assumptions, many of which are based, in turn, upon further assumptions. Our
      expectations, beliefs and forward-looking statements are expressed in good
      faith
      on the basis of management’s views and assumptions as of the time the statements
      are made, but there can be no assurance that management’s expectations, beliefs
      or projections will result or be achieved or accomplished.





In
      addition to other factors and matters discussed elsewhere herein, the following
      are important factors that, in our view, could cause actual results to differ
      materially from those discussed in the forward-looking statements: technological
      advances, impact of competition, dependence on key personnel and the need to
      attract new management, effectiveness of cost and marketing efforts, acceptances
      of products, ability to expand markets and the availability of capital or other
      funding on terms satisfactory to us. We disclaim any obligation to update
      forward-looking statements to reflect events or circumstances after the date
      hereof.








**PART
      I.**





**Item
      1. Description of Business**





Gener8Xion
      Entertainment, Inc. is an integrated media company engaged in various operating
      activities including film and television production and distribution, sales
      and
      rentals of film and video equipment, systems integration and studio facility
      management.





The
      Company was originally incorporated under the laws of the State of New York
      on
      March 17, 1986 under the name of Gamogen, Inc. On September 13, 2002, pursuant
      to an Agreement and Plan of Merger, the Company acquired CDMI
      Productions, Inc. and changed its name to CDMI Productions, Inc. On November
      18,
      2004, the Company entered into (1) an Asset Purchase Agreement whereby it issued
      2,640,000 shares of its common stock to Matthew and Laurie Crouch for the
      acquisition of the distribution rights to the feature film “One Night with the
      King” and to the script for a proposed animated film project the “Prodigal Son”
and (2) an Employment Agreement with Matthew Crouch whereby it issued 6,160,000
      shares of common stock to Matthew Crouch. On January 10, 2005, the Company
      reincorporated in Delaware and changed its name to Gener8Xion Entertainment,
      Inc.




3





In
      fiscal
      2002 the Company began leasing specialized lighting equipment to the
      entertainment industry and intended to be a provider of sound stages and
      production facilities to the entertainment industry worldwide. In addition,
      the
      Company intended to develop and produce full-length motion pictures through
      autonomous entities. To date, the Company has not been able to obtain the funds
      required to produce a motion picture. There is no assurance that the Company
      will be able to raise the required funds, or even if a movie is completed,
      there
      will be sufficient revenues to earn any income therefrom.





On
      September 30, 2005, The Company entered into an Asset Purchase Agreement with
      Merd Holdings, LLC, doing business as Cinemills (“Cinemills”). The transaction
      was consummated with cash of approximately $440,000 and the issuance of 100,000
      shares of common stock. The excess of cost over the fair value of the assets
      acquired amounted to $439,254 and was recorded as goodwill. The goodwill
      valuation is not yet finalized, but will be finalized during the allocation
      period. Cinemills is a leading manufacturer of HMI and Tungsten lighting
      equipment, supplying the motion picture industry and television markets for
      over
      twenty five years.





General





The
      Company is an independent entertainment company in the development stage which
      expects to engage in the financing, production, distribution and development
      of
      "family based" feature films, episodic television shows, animated features
      and
      documentaries. The Company current owns the rights to only three projects.
      The
      Company expects to evaluate other projects from time to time and to pursue
      those
      that management deems to be appropriate. The Company will undertake such
      projects in the manner that management determines; the Company’s activities may
      include any of the activities described in the following description of industry
      practice or such other activities as management determines will further the
      business of the Company.





The
      motion picture industry may be broadly divided into two major segments:
      production, which involves the development, financing and other activities
      associated with making of motion pictures; and distribution, which involves
      the
      promotion and exploitation of completed motion pictures in a variety of media.





Historically,
      the largest companies, the so-called "Majors" and "Mini-Majors," have dominated
      the motion picture industry by both producing and distributing a majority of
      the
      motion pictures which generate significant theatrical box office receipts.
      Over
      the past 15 years "Independents" or smaller film production and/or distribution
      companies have played an increasingly significant and sizable role in the
      production and distribution of motion pictures needed to fill ever the
      increasing worldwide demand for filmed entertainment product.





The
      Majors (and Mini-Majors) include: NBC-Universal Pictures (a division of General
      Electric), Warner Bros. Pictures (a division of Time Warner),
      Metro-Goldwyn-Mayer Inc., Twentieth Century Fox Film Corporation (a division
      of
      News Corporation), Paramount Pictures Corporation (a division of Viacom), Sony
      Pictures Entertainment (including Columbia Pictures, Tri Star Pictures and
      Triumph Releasing; altogether divisions of Sony) and The Walt Disney Company
      (Buena Vista Pictures, Touchstone Pictures and Hollywood Pictures). Generally,
      the Majors own and operate private production studios (including lots, sound
      stages, production equipment and post-production facilities), have nationwide
      and/or worldwide distribution organizations, release pictures with direct
      production costs generally ranging from $25,000,000 to $100,000,000 and
      collectively provide a near continual source of motion pictures to film
      exhibitors.





The
      Majors also have divisions that are promoted as "independent" distributors
      of
      motion pictures, often referred to as the “Mini-Majors.” These "independent"
      divisions of the Majors include Miramax Films (a division of The Walt Disney
      Company), Sony Classics (a division of Sony Pictures), Fox Searchlight (a
      division of News Corporation), and New Line (a division of AOL-Time Warner)
      and
      its Fine Line distribution label. Most of these divisions were formerly private
      production and/or distribution companies.





In
      addition to the Mini-Majors, there are private or publicly held production
      and/or distribution companies, such as GENER8XION, (hereafter, collectively
      the
“Independents”) which engage primarily in the production and/or distribution of
      motion pictures produced by companies other than those held by the Majors and
      Mini-Majors. Such Independents include, among others, Trimark Holdings and
      Lions
      Gate Entertainment. The Independents typically do not own production studios
      nor
      do they employ as large a development and/or production staff as the Majors.





4


Motion
      Picture Production and Financing





The
      production of a motion picture requires the financing of the direct costs and
      indirect overhead costs of development, production and production related
      services. Direct production and production related service costs include film
      studio rental, cinematography, post-production costs and the compensation of
      creative, services and other production personnel. Distribution costs (including
      costs of advertising and release prints) are not included in direct production
      costs.





Majors
      generally have sufficient cash flow from their motion picture and related
      activities, or in some cases, from unrelated businesses (e.g., theme parks,
      publishing, electronics, and merchandising) to acquire new creative properties
      (e.g., screenplay and novels) and pay for the direct production costs of their
      motion pictures. Overhead costs are, in substantial part, the salaries and
      related costs of the production staff and physical facilities, which Majors
      maintain on a full-time basis. Majors often enter into contracts with writers,
      producers and other creative personnel for multiple projects or for fixed
      periods of time.





Independents
      generally avoid incurring substantial overhead costs by hiring creative,
      services and other production personnel, retaining only any essential elements,
      only when they will be required for pre-production, principal photography and
      post-production activities, on a project-by-project basis. Independents also
      typically finance their production activities from various sources, including
      bank loans, "pre-sales," equity offerings and joint ventures. Independents
      generally attempt to complete the financing of their motion picture production
      prior to commencement of principal photography, at which point substantial
      production costs begin to be incurred and require payment.




"Pre-sales"
      are often used by Independents to finance all or a portion of the direct
      production costs of a motion picture. Pre-sales consist of fees or advances
      paid
      or guaranteed to the producer by third parties in return for the right to
      exhibit the completed motion picture in theaters and/or to distribute it in
      home
      video, television, international and/or other ancillary markets. Payment
      commitments for a pre-sale are typically subject to the approval of a number
      of
      pre-negotiated factors, including script, production budget, cast and director
      and to the timely delivery of the completed motion picture in the agreed upon
      format(s).





Both
      Majors and Mini-Majors often acquire motion pictures for distribution through
      an
      arrangement known as a "negative pickup" under which the Major or Mini-Major
      agrees to acquire from another production company, often an Independent, some
      or
      all of the rights to a film upon its completion. The Independent often finances
      the production of a motion picture pursuant to financing arrangements it has
      made with banks or other lenders wherein the lender obtains a security interest
      in the film and in the Independent's rights under its distribution arrangement.
      When the Major or Mini-Major "picks up" the completed motion picture, it may
      assume some or all of the production financing indebtedness incurred by the
      production company in connection with the film. In addition, the Independent
      is
      often paid a production fee and is granted a participation in the profits from
      the distribution of the motion picture.


5








Majors,
      Mini-Majors and Independents often grant third-party participations in
      connection with the distribution and production of a motion picture.
      Participations are the contractual rights of actors, directors, screenwriters,
      producers, owners of rights and/or other creative and/or financial contributors
      entitling them to share in revenues or profits (as defined in their individual
      respective agreements) from a particular motion picture. Except for the most
      sought-after talent, participations are generally payable only after all
      distribution and marketing fees and costs; direct production costs (including
      overhead) and financing costs are recouped by the producer in full.





Financing
      the Major Motion Picture





Majors
      often produce motion pictures whose direct costs exceed $20,000,000. In order
      for an Independent, such as GENER8XION, to produce projects that exceed their
      equity capabilities, they turn to various outside sources for funding. Some
      of
      those sources, which may be used in any combination, include: (1) foreign equity
      contributions, where a foreign company will exchange equity or the guarantee
      thereof for the rights to distribute a motion picture in its respective
      territory(s) and participation in the picture; (2) a guarantee or advance by
      a
      distributor or exhibitor for a particular right(s) in a particular territory(s);
      (3) a sales agent to garner contracts with actual exhibitors which state minimum
      guarantee(s) for particular or aggregate media; (4) a bank or lending
      institution will lend monies based on actual sales contract(s) which license
      exhibition/distribution rights; (5) a bank or lending institution which will
      lend monies based on its calculations of potential earnings revenue for the
      motion picture in question; (6) by having a third party investor fund a portion,
      usually from 10% to 50% of the production costs with a participation in the
      net
      profit of the motion picture as well as the reimbursement of costs and expenses;
      (6) and/or arrange for or with another Independent production facility to
      finance and produce the motion pictures. By combining (as necessary) the afore
      mentioned outside funding sources, the Independent can create motion pictures
      which are competitive with the quality and scope of those created by the Major
      and Mini-Major at costs which would normally exceed the Independent’s possible
      equity contribution.





Motion
      Picture Distribution





Distribution
      of a motion picture involves the domestic and international licensing of the
      picture for (i) theatrical exhibition, (ii) home video, (iii) presentation
      on
      television, including pay-per-view, video-on-demand, satellites, pay cable,
      network, basic cable and syndication, (iv) non-theatrical exhibition, which
      includes airlines, hotels, armed forces facilities and schools and (v) marketing
      of the other rights in the picture, which may include books, CD-ROMs,
      merchandising and soundtrack recordings.





Theatrical
      Distribution and Exhibition





Motion
      pictures are often exhibited first in theaters open to the public where an
      admission fee is charged. Theatrical distribution involves the manufacture
      of
      release prints, licensing of motion pictures to theatrical exhibitors, and
      promotion of the motion picture through advertising and promotional campaigns.
      The size and success of the promotional and advertising campaign may materially
      affect the revenues realized from its theatrical release, generally referred
      to
      as "box office gross."


6








Box
      Office Gross represents the total amounts paid by patrons at motion picture
      theaters for a particular film, as determined from reports furnished by
      exhibitors. The ability to exhibit films during summer and holiday periods,
      which are generally considered peak exhibition seasons, may affect the
      theatrical success of a film. Competition among distributors to obtain
      exhibition dates in theaters during these seasons is significant. In addition,
      the costs incurred in connection with the distribution of a motion picture
      can
      vary significantly depending on the number of screens on which the motion
      picture is to be exhibited and whether the motion picture is exhibited during
      peak exhibition season(s). Similarly, the ability to exhibit motion pictures
      in
      the most popular theaters in each area can affect theatrical revenues.





Exhibition
      arrangements with theater operators for the first run of a film generally
      provide for the exhibitor to pay the greater of 90% of ticket sales in excess
      of
      fixed amounts relating to the theater's costs of operation and overhead, or
      a
      minimum percentage of ticket sales which varies from 40% to 70% for the first
      week of an engagement at a particular theater, decreasing each subsequent week
      to 25% to 30% for the final weeks of the engagement. The length of an engagement
      depends principally on exhibitors’ evaluation of the audience’s response to the
      film with respect to the current marketplace (e.g., the success of other films)
      as weighed against the opportunity cost of exhibiting a “new” release.





Gener8Xion
      Motion Picture Acquisitions





In
      addition to developing its own production and production service activities,
      Gener8Xion will try to seek to acquire rights to films and other programming
      from Independent film producers, distribution companies and others in order
      to
      increase the number of films it can distribute and provide related services
      in
      connection with in existing and emerging delivery systems. To be successful,
      Gener8Xion must locate and track the development and production of numerous
      independent feature films.





The
      Company has distribution rights to a feature film project, “ONE NIGHT WITH THE
      KING,” which is based on the novel “Hadassah” by Tommy Tenney. Currently, this
      film is in the post production phase and is scheduled for theatrical release
      sometime in the near future. “One Night with the King” chronicles the life of
      the young Jewish girl, Hadassah, played by Hollywood newcomer, Tiffany Dupont.
      Dupont portrays the rags-to-riches heroine who goes on to become the Biblical
      Esther, the Queen of Persia (400-322 B.C.), who saves the Jewish nation from
      annihilation at the hands of its arch enemy Haman (played by James Callis;
      “Helen of Troy,” 2003) while winning the heart of the fiercely handsome King
      Xerxes, played by Luke Goss (“Blade II,” 2002; “ZigZag,” 1999). The Film also
      stars Hollywood Legends, Peter O’Toole and Omar Sharif. The Company has not yet
      determined how it will distribute this film and is evaluating various methods
      of
      distribution, including entering into agreements with distributors or seeking
      to
      develop an in-house distribution capability if sufficient funds are raised
      in
      this offering.





The
      Company also owns the complete rights to produce and distribute a novel by
      the
      late Dr. Bill Bright, entitled, “The Blessed Child.” In addition the Company
      owns rights to the script for an animated feature length project entitled,
“The
      Prodigal.” The Company plans to enhance this property by applying an animation
      technique that incorporates 3D effects.





Media
      Production





The
      Company intends to pursue three areas of concentration: a) Production, b)
      Distribution and c) Equipment Rentals and Sales.


7








Production





The
      Company plans on identifying and producing several projects in the next few
      years. These projects range from documentaries, to television talk shows, to
      animation projects and to full length feature films. In most cases the Company
      will take part in “stimulating” production in which case 10% to 30% of the
      production’s budget will be incurred by the Company. The remaining balance on
      these projects will be funded “off-balance sheet” by co-production partners.
      Often times this 10-30% cost will be capitalized through soft dollar
      contribution. The Company plans on earning income on various projects by
      allocating Corporate employees to serve as different personnel on a specific
      projects, leasing of production office space, the rental of equipment and
      distribution fee’s garnered by the company’s “in-house” distribution
      division.





Distribution





One
      of
      the most important aspects of the media industry is distribution. Once a media
      project is produced, it must be distributed. If the maximum amount of this
      offering is sold, the Company expects to use a portion of the proceeds to create
      an infrastructure to distribute our media content “in-house.” In this case, the
      Company will engage an experienced Distributor to head the Distribution efforts
      of the Company. The Company has been approached by several production companies
      looking to sell their completed film projects and use our intended Distribution
      arm to distribute their product.





Most
      independent production companies do not have existing distribution arrangements
      and they must seek favorable distribution arrangements. Presently, we will
      not
      have more than one film available so we will not have the option to offer
      distributors, or require them to accept, a package consisting of more than
      one
      film.


There
      can be no assurance that we will be able to obtain distributors for our films;
      however, we believe that if we are able to obtain commitments of appropriate,
      internationally recognizable actors; appealing literary properties; and
      respected production personnel, our film properties would be suitable for
      distribution.





Although
      the likelihood of developing a distribution arrangement may be increased by
      addressing the above-mentioned factors, the likelihood of developing a favorable
      distribution arrangement is dependent upon several factors beyond our
      control.  Some of these factors include: the relative current demand for
      our type of film offering; the industry-wide supply of that type and competing
      types of films available for distribution; the financial strength of the
      potential distributors, and the ever-changing demands of the movie-going
      public.  Additionally, if our initial attempts to arrange for a distributor
      are not successful, then arranging for distribution may become more difficult
      because our bargaining power may have been diminished, and we may not be able
      to
      negotiate favorable terms because our film may be deemed to be
      undesirable.  Circumstances such as these may force us into distribution
      agreements with smaller distributors who may prove to be unable to effectively
      execute a successful marketing and distribution campaign.





Because
      the financing of our motion pictures may be dependent on funds from developing
      favorable distribution arrangements, if we are unable to arrange for
      distribution, we may not be able to finance the completion of our motion
      pictures or adequately promote our motion pictures.





Motion
      picture revenues are derived from the worldwide licensing of a motion picture
      to
      several distinct markets, each having its own distribution network and potential
      for profit. The selection of the distributor for each of our feature films
      will
      depend upon a number of factors. Our most basic criterion is whether the
      distributor has the ability to secure bookings for the exhibition of the film
      on
      satisfactory terms. We will consider whether, when and in what amount the
      distributor will make advances to us. We will also consider the amount and
      manner of computing distribution fees and the extent to which the distributor
      will guarantee certain print, advertising and promotional expenditures.


8








Cinemills





The
      Company’s Cinemills’ division manufactures quality lighting equipment and
      markets its products worldwide to the motion picture, television and related
      industries. The Cinemills’ lighting equipment is used for digital imaging, film,
      video and still photographs. The dependable and rugged lighting equipment has
      great portability and is noted for its ease of operation.





Cinemills
      markets a broad and advanced selection of HMI and Tungsten lighting fixtures
      as
      well as quality quartz incandescent and lightweight portable equipment. The
      products are sold to the motion picture, television and photography industries
      through commission salespersons and independent distributors.





Cinemills
      is the exclusive distributor for the “FilmGear” line of lights for the motion
      picture industry throughout the United States. Cinemills maintains a repair
      and
      a customer technical service department to take care of all of its customers’
lighting problems. Cinemills has been serving the motion picture and television
      industry for over 25 years and it is committed to maintaining close customer
      relationships and to continue the technological advancement of its product
      line.





Equipment
      Rentals and Sales





The
      Company intends on purchasing entertainment related equipment. The intent is
      to
      utilize this equipment for internal productions as well as rent and sell this
      equipment to other production entities nationally and worldwide. Some of this
      equipment includes post production editing suites, grip and lighting equipment,
      power distribution, cables, and generators and expendables.





Competition





The
      motion picture industry is highly competitive. The Company faces intense
      competition from motion picture studios and numerous independent production
      companies, many of which have significantly greater financial resources than
      the
      Company. All of these companies compete for motion picture projects and talent
      and are producing motion pictures that compete for exhibition time at theaters,
      on television and on home video with pictures produced or to be produced or
      distributed by the Company.





**Subsequent
      Event**





The
      company expanded its television production division on January 01, 2006 and
      hired an additional seven employees. The Company’s production division has
      expanded to include all of Matthew Crouch’s previous television clientele. 
The division now boasts of 7 new employees that service the additional 12
      television specials in production and (2) new series’.  The staff now
      consists of a General Manager & assistant, Producer, Director, Editor, 2
      Cameramen, a Project Coordinator and Bookkeeper.  The additional television
      specials and series are informational, educational and most importantly
“Inspirational”.  Typically based on the books of best selling authors,
      pastors and faith-based businessmen, these television programs are produced
      and
      distributed by the Company over several Christian and faith-based television
      networks including the largest privately owned faith network, The Trinity
      Broadcasting Network.


9








**Item
      2. Description of Property**





As
      of
      October 31, 2005, the Company did not and currently does not own any real
      property. Through approximately March 2004, the Registrant occupied office
      space
      on a month to month basis for $500 per month from a company controlled by Carlos
      D. De Mattos, the Company’s President; between April 2004 and October 2004 the
      Company did not occupy office space on a regular basis.





In
      November 2004, the Company moved its headquarters to 3400 W. Cahuenga Boulevard,
      Hollywood, California. The Registrant occupies office space on a month to month
      basis for $12,000 per month from a company controlled by Matthew Crouch, the
      Company’s Chief Executive Officer.





The
      Company’s Cinemills’ division occupies office and warehouse space under a three
      year lease for $4,400 per month from a company in which an officer of the
      Company has a 50% interest. The lease expires October 2007.





At
      October 31, 2005, the Company owned lighting equipment, which is being leased
      to
      a company controlled by Carlos D. De Mattos, the Company’s President. The
      lighting equipment was purchased in 2002 for $200,000 and leased under an
      operating lease for a five year term. The lease provides an option for the
      lessee to purchase the equipment at the end of the lease for its then fair
      market value.








**Item
      3. Legal Proceedings**





None








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





None








**PART
      II**





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





The
      Registrant is authorized to issue 50,000,000 shares of common stock, $.01 par
      value, of which 16,541,250 were issued and outstanding at October 31, 2005.
      On
      that date, the Company’s common stock was held by approximately 186 beneficial
      owners.





On
      August
      26, 2005 the Company completed a private placement and sold 762,500 Units at
      $2.00 per Unit. Each Unit consists of one share of common stock and a warrant
      for the purchase of one share at $4.00 per share for five years. The Company
      has
      the option to redeem the warrants under certain conditions.





In
      connection with the placement the Company paid a commission of $61,000 and
      issued five year warrants for the purchase of 120,000 Units at $2 per unit
      (terms similar to the units described above) to its placement agent, a
      registered NASD broker/dealer.




The
      gross
      proceeds amounted to $1,525,000, a portion of which was used in August 2005
      to
      pay accrued expenses and other current liabilities, and for the purchase of
      Cinemills.


10








On
      October 7, 2005, the Company sold 500,000 Units at $2.00 per Unit with gross
      proceeds of $1,000,000. Each Unit consists of one share of common stock and
      a
      warrant for the purchase of one share at $3.00 per share for five years. The
      Company has the option to redeem the warrants under certain
      conditions.





To
      our
      knowledge there has been only minimal trading in the Company’s common stock for
      the 2003, 2004 and 2005 fiscal years. Our common stock is traded on the Over-the
      Counter Bulletin Board market under the symbol “GNXE” since January 2005, and
“CDMP” since September 2002. The following table sets forth the high and low
      closing bid quotations for the common stock as reported by Pink Sheets, LLC
      and
      the NASDAQ Historical Data Service for the periods indicated. These quotations
      represent interdealer prices, without retail mark-up, mark-down or commission
      and may not represent actual transactions.
















YEAR ENDED
            
            YEAR
              ENDED
            
            PERIOD
              ENDED
            
            QUARTER
              ENDED12/31/2003
            
            12/31/2004
            
            10/31/2005
            
            01/31/2006High
            
            Low
            
            High
            
            Low
            
            High
            
            Low
            
            High
            
            Low1stQtr
            1.01
            
            0.35
            
            1.05
            
            0.20
            
            3.50
            
            0.22
            
            1.55
            
            1.252ndQtr
            0.25
            
            0.70
            
            1.01
            
            0.20
            
            3.00
            
            2.153rdQtr
            1.05
            
            0.25
            
            0.70
            
            0.20
            
            3.00
            
            1.604thQtr
            1.05
            
            0.22
            
            1.01
            
            0.15
            
            2.95
            
            1.05




The
      Company has not declared or paid any cash dividends on the common stock and
      does
      not anticipate that any cash dividends will be paid in the foreseeable future.








**Recent
      Sales of Unregistered Securities**





On
      November 18, 2004, 2,640,000 shares of common stock were issued to Matthew
      and
      Laurie Crouch in connection with the Assets Purchase Agreement. Also 6,160,000
      shares of common stock were issued to Matthew Crouch in connection with an
      Employment Agreement.





Pursuant
      to a private placement which closed on August 26, 2005, 762,500 units were
      issued to 26 investors for $1,525,000. Each unit consists of one share of common
      and a five year warrant to purchase an additional share for $4.00 per share.
      In
      connection with the private placement the Company paid a commission of $61,000
      and issued five year warrants for the purchase of 120,000 Units at $2 per unit,
      to registered NASB broker/dealer.





On
      September 30, 2005, 100,000 shares of common stock were issued to the owners
      of
      Merd Holdings, LLC, doing business as Cinemills (“Cinemills”), in connection
      with an Asset Purchase Agreement.





On
      October 7, 2005, 500,000 units were issued to Shepherd Trust for $1,000,000.
      Each unit consists of one share of common and a five year warrant to purchase
      an
      additional share for $4.00 per share. There were no offering costs in connection
      with the sale of these 500,000 units.





In
      each
      of the transactions described above these transactions are exempt from
      registration under the Securities Act pursuant to Section 4 (2) and/or
      Regulations D of that Act, on the basis of one or more of the following factors:
      we made the offers and sales to a limited number of sophisticated investors,
      without public advertising or solicitation; each investor had access to material
      information about the Company and the opportunity to obtain further information;
      each investor acquired the securities for investment and not with a view to
      resale or distribution thereof; and the certificates representing the shares
      bear a legend restricting their transfer except in compliance with applicable
      securities laws.


11








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





This
      discussion, with the exception of historical financial information, may consist
      of forward looking statements that involve risks and uncertainties, including
      whether and when Registrant will have ongoing business operations. Consequently,
      actual results may vary from management’s expectations.





**Results
      of operations for the year ended October 31, 2005 as compared to the year ended
      October 31, 2004** .





Rental
      income amounted to $55,576 for 2005 and $51,576 for 2004. Related depreciation
      expense was approximately $29,000 in each of those years.





Other
      income of $320,000 for the year ended 31, 2005 resulted from production and
      distribution services rendered by the Company to a joint venture in which the
      Company’s Chief Executive Officer has a minority interest. This was the first
      revenue the Company earned from these services.





Revenue
      from sale of lighting equipment amounted to $75,182 for the year ended October
      31, 2005. This was earned by the Company’s new division, Cinemills, which was
      purchased September 30, 2005. The related cost of sales amounted to $38,729.





General
      and administrative expenses amounted to $1,590,322 for the year ended October
      31, 2005, compared to $92,019 for the year ended October 31, 2004. The major
      reasons for the increase were:


Compensation
      expenses of $1,004,096 for the year ended October 31, 2005, compared to $49,300
      for the year ended October 31, 2004.


Rent
      expense of $148,400 for the year ended October 31, 2005, compared to $2,500
      for
      the year ended October 31, 2004.





Interest
      expense amounted to $3,158 for the year ended October 31, 2005, compared to
      $5,908 for the year ended October 31, 2004. Interest expense relates to notes
      payable to affiliates for borrowings.





State
      income taxes were $3,190 for the year ended October 31, 2005 and $1,450 for
      the
      year ended October 31, 2004.





The
      Company incurred a net loss of $1,213,213 in fiscal 2005, compared to $77,381
      for fiscal 2004. The increased loss was principally the result of the increased
      compensation expenses discussed above, offset by the increase in production
      income and lighting products sales.








**Results
      of operations for the year ended October 31, 2004 as compared to the year ended
      October 31, 2003** .





Rental
      income amounted to $51,576 for each of the years ended October 31, 2004 and
      2003. Related depreciation expense was approximately $29,000 in each of those
      years.


12





General
      and administrative expenses amounted to $92,019 for the year ended October
      31,
      2004, compared to $200,573 for the year ended October 31, 2003.





During
      the quarter ended January 31, 2003 the Company’s officers /employees and
      consultant agreed not to receive compensation. From April 2003 through January
      2004, the Company paid a portion of the compensation and accrued the balance.
      Since February 2004, the Company discontinued paying or accruing regular
      compensation to its officers/employees and consultant and is paying for services
      rendered on a current basis only as services are provided. The decrease in
      general and administrative expenses is principally the result
      thereof.





Interest
      expense amounted to $5,908 for the year ended October 31, 2004, compared to
      $5,546 for the prior year. Interest expense relates to notes payable to
      affiliates for borrowings.





State
      income taxes were $1,450 for the year ended October 31, 2004 and $2,183 for
      the
      prior year.





The
      Company incurred a net loss of $77,381 in fiscal 2004, compared to a net loss
      of
      $186,070 for fiscal 2003. The reduced loss was principally the result of the
      reduced compensation expenses discussed above.








**Liquidity
      and Capital Resources**





In
      the
      fourth quarter of fiscal 2005, the Company raised gross proceeds of
      approximately $2,525,000 from the sale of Units (consisting of common stock
      and
      warrants) in private placements.





The
      Company’s primary source of liquidity has been funds raised from private
      placements, capital offerings to existing stockholders and borrowings from
      related parties. The Company used  $970,813  cash
      in
      operating activities in fiscal 2005  and
      $12,536 in fiscal 2004.  The
      Company used  $717,898  in
      fiscal
      2005 and $1,421 in fiscal 2004 in investing activities for the purchase of
      lighting and production equipment, and purchase of Cinemills. In fiscal 2005
      financing activities principally from sale of common stock provided $2,375,166,
      and in fiscal 2004 used $4,692 for financing activities.





The
      Company believes it has sufficient funds to support operations through October
      31, 2006.





**Critical
      Accounting Policies and Use of Estimates** ****





The
      Company’s significant accounting policies are described in Note 2 to the
      Financial Statements, which have been prepared in accordance with accounting
      principles generally accepted in the United States. In preparing the financial
      statements, the Company is required to make estimates and judgements which
      affect the results of operations and the reported value of assets and
      liabilities. Actual results may differ from these estimates.





Options
      issued to directors and officers of the Company included above are accounted
      for
      pursuant to Accounting Principles Board Opinion 25, “Accounting for Stock Issued
      to Employees” and related interpretations, and the grant price equaled to the
      fair value on the date of grant. Pro forma operating information, giving effect
      to the fair value of options issued to others has not been presented because
      the
      effect is not material.


13








**Recent
      Accounting Pronouncements**


See
      Note
      2 Summary of Significant Accounting Policies for discussion of the Company’s
      adoption of recent accounting pronouncements.





**Item
      7 - FINANCIAL STATEMENTS**








**REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**





To
      the
      Board of Directors and Stockholders


of
      Gener8xion Entertainment, Inc.








We
      have
      audited the accompanying consolidated balance sheets of Gener8xion
      Entertainment, Inc. (a development stage company) (formerly CDMI Productions,
      Inc.) as of October 31, 2005 and 2004, and the related statements of operations,
      stockholders' equity, and cash flows for the year then ended and for the period
      from November 13, 2001 (inception), to October 31, 2005. These financial
      statements are the responsibility of the Company's management. Our
      responsibility is to express an opinion on these financial statements based
      on
      our audits.





We
      conducted our audit in accordance with the standards of the Public Company
      Accounting Oversight Board (United States). Those standards require that we
      plan
      and perform the audit to obtain reasonable assurance about whether the financial
      statements are free of material misstatement. An audit includes examining,
      on a
      test basis, evidence supporting the amounts and disclosures in the financial
      statements. An audit also includes assessing the accounting principles used
      and


significant
      estimates made by management, as well as evaluating the overall financial
      statement presentation. We believe that our audit provides 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 Gener8xion Entertainment, Inc.
      as
      of October 31, 2005 and 2004 , and the results of its operations and its cash
      flows for the year then ended and from November 13, 2001 (inception), to October
      31, 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 1 to the financial
      statements, the Company has incurred operating losses since inception. These
      conditions raise substantial doubt about its ability to continue as a going
      concern. Management's plans regarding those matters also are described in Note
      1. The financial statements do not include any adjustments that might result
      from the outcome of this uncertainty.

















/S/
      Stonefield Josephson











Los
      Angeles, California


January
      26, 2006


14











Gener8Xion
      Entertainment, Inc.


(A
      Development Stage Company)


Consolidated
      Balance Sheet


October
      31, 2005





ASSETSCurrent
                assets:Cash
                and cash equivalents
            
            
            
            
            $
            689,660Receivables,
                net
            
            
            
            
            
            94,374Inventory
            
            
            
            
            
            246,241Other
                current assets
            
            
            
            
            
            11,420Total
                current assets
            
            
            
            
            
            1,041,695Equipment:Rental
                equipment
            
            $
            200,000Production
                equipment
            
            
            200,490Lighting
                equipment
            
            
            67,898Other
                equipment
            
            
            27,552495,940Accumulated
                depreciation
            
            
            146,938
            
            
            349,002Goodwill
            
            
            
            
            
            439,254Total
                assets
            
            
            
            
            $
            1,829,951LIABILITIES
                AND STOCKHOLDERS’ EQUITYCurrent
                liabilities:Accounts
                payable
            
            
            
            
            $
            120,554Accrued
                liabilities
            
            
            
            
            
            85,596Advance
                from affiliate
            
            
            
            
            
            2,000Total
                current liabilities
            
            
            
            
            
            208,150Deferred
                rental income - related party
            
            
            
            
            
            4,298Total
                liabilities
            
            
            
            
            
            212,448Stockholders’
                equity:Preferred
                stock, $0.01 par value -5,000,000
                shares authorized,none
                issued and outstandingCommon
                stock, $0.01 par value,50,000,000
                shares authorized,16,541,250
                shares issued andoutstanding
            
            $
            165,413Additional
                paid-in capital
            
            
            3,170,265Deficit
                accumulated during developmentstage
            
            
            
            
            
            (1,718,175
            )Total
                stockholders’ equity
            
            
            
            
            
            1,617,503Total
                liabilities and stockholders’ Equity
            
            
            
            
            $
            1,829,951








The
      accompanying notes form an integral part of these consolidated financial
      statements.


15








Gener8Xion
      Entertainment, Inc.


(A
      Development Stage Company)


Consolidated
      Statements of Operations


CumulativePeriod
                fromNovember
                13, 2001Year
                ended October 31,
            
            inception)
                to2005
            
            2004
            
            October
                31, 2005RevenueRental
                income - related party
            
            $
            55,576
            
            $
            51,576
            
            $
            197,410Production
                revenue - related party
            
            
            320,000
            
            
            -
            
            
            320,000Sales
                - lighting products
            
            
            75,182
            
            
            -75,182Total
                revenue
            
            
            450,758
            
            
            51,576
            
            
            592,592Cost
                of revenueCost
                of lighting products
            
            
            38,729
            
            
            -
            
            
            38.729Rental
                expense -depreciation
            
            
            28,572
            
            
            29,580
            
            
            109,311Total
                cost of revenue
            
            
            67,301
            
            
            29,580
            
            
            148,040Gross
                margin
            
            
            83,457
            
            
            21,996
            
            
            444,552General
                and administrative expenses
            
            
            1,590,322
            
            
            92,019
            
            
            2,141,292Loss
                from operations
            
            
            (1,206,865
            )
            
            (70,023
            )
            
            (1,696,740
            )Interest
                expense
            
            
            3,158
            
            
            5,908
            
            
            14,612Loss
                before income taxes
            
            
            (1,210,023
            )
            
            (75,931
            )
            
            (1,711,352
            )Income
                tax expense
            
            
            3,190
            
            
            1,450
            
            
            6,823Net
                loss
            
            $
            (1,213,213
            )
            $
            (77,381
            )
            $
            (1,718,175
            )Net
                loss per common share - basicand
                diluted
            
            $
            (0.08
            )
            $
            (0.01
            )
            $
            (0.23
            )Weighted
                average common sharesoutstanding
                - basic and diluted
            
            
            14,928,783
            
            
            6,358,750
            
            
            7,550,349





The
      accompanying notes form an integral part of these consolidated financial
      statements.


16


Gener8Xion
      Entertainment, Inc.


(A
      Development Stage Company)


Consolidated
      Statements of Stockholders’ Equity




DeficitSubscription
            
            
            
            AccumulatedReceivable
                from
            
            Additional
            
            DuringCommon
                stock
            
            Stockholder
                for
            
            Paid-in
            
            DevelopmentShares
            
            Amount
            
            Common
                Stock
            
            Capital
            
            Stage
            
            TotalBalance
                at November 13, 2001(inception)Common
                stock subscribed forsubscription
                receivable onNovember
                13, 2001
            
            
            2,169,689
            
            $
            2,169
            
            $
            (2,169
            )
            $
            -
            
            $
            -
            
            $
            -Cash
                received for subscriptionon
                March 26, 2002
            
            
            -
            
            
            2,169
            
            
            -
            
            
            -
            
            
            2,169Sale
                of common stock onSeptember
                13, 2002
            
            
            2,450,000
            
            
            24,500
            
            
            -
            
            
            220,500
            
            
            -
            
            
            245,000Balances
                ofThe
                Company.(formerly
                Gamogen, Inc.)at
                date of merger
            
            
            1,380,311
            
            
            13,803
            
            
            -
            
            
            1,612,160
            
            
            -
            
            
            1,625,963Reclassification
                of equityaccounts
                for merger
            
            
            19,528
            
            
            -
            
            
            (1,665,491
            )
            
            -
            
            
            (1,645,963
            )Services
                and loans contributedin
                excess of common stockissued
            
            
            -
            
            
            -
            
            
            50,491
            
            
            -
            
            
            50,491Net
                loss for period frominception
                (November 13, 2001)to
                October 31, 2002
            
            
            -
            
            
            -
            
            
            -
            
            
            (241,511
            )
            
            (241,511
            )Balance
                at October 31, 2002
            
            
            6,000,000
            
            
            60,000
            
            
            -
            
            
            217,660
            
            
            241,511
            )
            
            36,149Common
                stock issued toaffiliates
                of principalstockholders
                in settlementof
                accrued liabilities
            
            
            240,000
            
            
            2,400
            
            
            -
            
            
            21,600
            
            
            -
            
            
            24,000Common
                stock issued toofficer
                in payment ofaccrued
                compensation
            
            
            100,000
            
            
            1,000
            
            
            -
            
            
            9,000
            
            
            -
            
            
            10,000Common
                stock issued toconsultant
                for services
            
            
            18,750
            
            
            188
            
            
            -
            
            
            1,687
            
            
            -
            
            
            1,875Amortization
                of fair valueof
                stock options issued
            
            
            -
            
            
            -
            
            
            31,500
            
            
            -
            
            
            31,500Gain
                realized by principalStockholder
                from prohibitedsale
                of common stock of theCompany
            
            
            -
            
            
            -
            
            
            110,250
            
            
            -
            
            
            110,250Net
                loss for the year endedOctober
                31, 2003
            
            
            -
            
            
            -
            
            
            -
            
            
            (186,070
            )
            
            (186,070
            )Balance
                at October 31, 2003
            
            
            6,358,750
            
            
            63,588
            
            
            -
            
            
            391,697
            
            
            (427,581
            )
            
            27,704Amortization
                of fair valueof
                stock options issued
            
            
            -
            
            
            -
            
            
            16,208
            
            
            -
            
            
            16,208Net
                loss for the year endedOctober
                31, 2004
            
            
            -
            
            
            -
            
            
            -
            
            
            (77,381
            )
            
            (77,381
            )Balance
                at October 31, 2004
            
            
            6,358,750
            
            
            63,588
            
            
            -
            
            
            407,905
            
            
            (504,962
            )
            
            (33,469
            )Common
                stock issued inAsset
                purchase agreementto
                Matt and Laurie CrouchNovember
                18,2004
            
            
            2,640,000
            
            
            26,400
            
            
            -
            
            
            (26,400
            )
            
            -
            
            
            -Common
                stock issued toOfficer
                in employmentagreementNovember
                18, 2004
            
            
            6,160,000
            
            
            61,600
            
            
            -
            
            
            123,200
            
            
            -
            
            
            184,800Common
                stock issued toconsultant
                for services
            
            
            20,000
            
            
            200
            
            
            -
            
            
            1,800
            
            
            -
            
            
            2,000Sale
                of common stockAugust,
                2005, net of $114,145offering
                cost
            
            
            762,500
            
            
            7,625
            
            
            -
            
            
            1,410,855
            
            
            -
            
            
            1,418,480Common
                stock issued to ownersof
                Merd Holdings in assetPurchase
                agreementSeptember
                30, 2005
            
            
            100,000
            
            
            1,000
            
            
            -
            
            
            179,000
            
            
            -
            
            
            180,000Sale
                of common stockOctober,
                2005
            
            
            500,000
            
            
            5,000
            
            
            -
            
            
            995,000
            
            
            -
            
            
            1,000,000Stock
                based compensationExpense
            
            
            -
            
            
            -
            
            
            78,905
            
            
            -
            
            
            78,905Net
                loss for the year endedOctober
                31, 2005
            
            
            -
            
            
            -
            
            
            -
            
            
            (1,213,213
            )
            
            (1,213,213
            )16,541,250
            
            $
            165,413
            
            $
            -
            
            $
            3,170,265
            
            $
            (1,718,175
            )
            
            1,617,503







The
      accompanying notes form an integral part of these consolidated financial
      statements.





17





Gener8Xion
      Entertainment, Inc.


(A
      Development Stage Company)


Consolidated
      Statements of Cash Flows








CumulativePeriod fromNovember
              13, 2001Year
                ended October 31,
            
            (inception)
                to2005
            
            2004
            
            October
                31, 2005Operating
                Activities:Net
                loss during development stage
            
            $
            (1,213,213
            )
            $
            (77,381
            )
            $
            (1,718,175
            )Adjustments
                to reconcile net loss tonet
                cash used in operating activities:Depreciation
            
            
            64,023
            
            
            30,940
            
            
            146,939Stock
                compensation expense
            
            
            78,905
            
            
            16,208
            
            
            126,614Stock
                issued to consultant
            
            
            2,000
            
            
            -
            
            
            3,875Stock
                issued in employment agreement
            
            
            184,800
            
            
            -
            
            
            184,800Changes
                in operating assets andliabilities:Receivables
            
            
            (25,781
            )
            
            -
            
            
            (25,781
            )Inventory
            
            
            (13,628
            )
            
            -
            
            
            (13,628
            )Other
                current assets
            
            
            (
                11,422
            )
            
            -
            
            
            (11,422
            )Accrued
                liabilities
            
            
            (36,497
            )
            
            31,245
            
            
            88,967Receivable
                from affiliate
            
            
            -
            
            
            (10,250
            )
            
            (11,500
            )Deferred
                rental income
            
            
            -
            
            
            (4,298
            )
            
            4,298Other
                liabilities
            
            
            -
            
            
            _1,000
            
            
            9,000Net
                cash used in operating activities
            
            
            (
                970,813
            )
            
            12,536
            )
            
            (1,216,013
            )Investing
                Activities:Purchase
                of Cinemills
            
            
            (445,938
            )
            
            -
            
            
            (445,938
            )Cinemills
                beginning cash balance
            
            
            3,348
            
            
            -
            
            
            3,348Purchase
                of rental and other equipment
            
            
            (275,308
            )
            
            (1,421
            )
            
            (483,127
            )Net
                cash used in investing activities
            
            
            (717,898
            )
            
            (1,421
            )
            
            (925,717
            )Financing
                Activities:Advances
                from affiliates
            
            
            -
            
            
            -
            
            
            5,000Net
              proceeds from sale of common stock
            
            
            2,418,480
            
            
            -
            
            
            2,665,649Cash
                received from affiliate from sale of stock
            
            
            -
            
            
            -
            
            
            60,250Services
                and loans contributed in excessof
                fair value of common stock issued
            
            
            -
            
            
            -
            
            
            50,491Proceeds
                from repayment onborrowings
                from related parties
            
            
            (43,314
            )
            
            (4,692
            )
            
            50,000Net
                cash provided by (used in)financing
                activities
            
            
            2,375,166
            
            
            (4,692
            )
            
            2,831,390Net
                increase (decrease) in cashand
                cash equivalents
            
            
            686,455
            
            
            (18,649
            )
            
            689,660Cash
                and cash equivalents atbeginning
                of year
            
            
            3,205
            
            
            21,854
            
            
            -Cash
                and cash equivalents atend
                of year
            
            $
            689,660
            
            
            3,205
            
            $
            689,660Supplemental
                Cash Flow Information:Cash
                paid for:Interest
            
            $
            3,158
            
            $
            4,208
            
            $
            9,912Taxes
            
            $
            3,190
            
            $
            1,475
            
            $
            7,285Supplemental
                Schedule of Non-Cash financing ActivitiesStock
                issued in Cinemills purchase
            
            $
            180,000
            
            $
            -
            
            $
            180,000Stock
                issued in Employment Agreement
            
            
            184,800
            
            
            -
            
            
            184,000Settlement
                of borrowings from affiliates
            
            
            50,500
            
            
            50,500Stock
                issued for liabilities
            
            
            
            
            
            34,000
            
            
            34,000









The
      accompanying notes form an integral part of these consolidated financial
      statements.


18





Gener8Xion
      Entertainment, Inc.


(A
      Development Stage Company)





Notes
      to
      Consolidated Financial Statements








**1
      - Organization and Basis of Presentation**





Gener8Xion
      Entertainment, Inc.- which changed its name from CDMI Productions, Inc.
      (formerly Gamogen, Inc. - “Company”) was incorporated on March 17, 1986 in New
      York and reincorporated in Delaware in January 2005. On September 13, 2002
      the
      Company consummated an Agreement and Plan of Merger (“Agreement”) and the
      following transactions took place:





1.
            The
                Company sold 950,000 shares of common stock to its principal shareholder
                and 1,500,000 shares to the parent company of CDMI Productions, Inc.
                (a
                Delaware company) (“CDMI Delaware”) at closing of the merger, in each case
                for $0.10 per share.


2.
            The
                Company received $55,000 in December 2001 as a partial payment of
                a note
                receivable from its principal shareholder. At closing, the balance
                of the
                note was forgiven for investment banking and similar services provided
                by
                the principal shareholder. The note bore interest at 6-1⁄2 % a year and was
                due in November 2002.


3.
            The
                Company issued 2,169,689 shares of common stock in exchange for all
                the
                outstanding shares of CDMI Delaware, which became a wholly owned
                subsidiary of the Company.





The
      Merger has been accounted for as a business combination using the reverse
      acquisition method, with CDMI - Delaware being the acquirer for accounting
      purposes. The assets and liabilities of the Company (primarily cash and accrued
      expenses) have been combined with those of CDMI Delaware at historical cost
      which was the same as fair value. The accounting treatment for the merger was
      the purchase method of accounting with no change in the recorded amount of
      assets and liabilities of either company since fair value and historical cost
      were the same. The statement of operations and of cash flows of the Company
      represents the operations of CDMI - Delaware since its inception on November
      13,
      2001 and Gamogen since the date of merger, September 13, 2002.





During
      fiscal 2002 the Company began leasing specialized equipment to the entertainment
      industry and intended to be a provider of sound stages and production facilities
      to the entertainment industry worldwide. In addition, the Company may expand
      its
      equipment leasing business and may develop and produce full-length motion
      pictures through autonomous entities.





On
      November 18, 2004, the Company entered into (1) an Asset Purchase Agreement
      whereby it issued 2,640,000 shares of common stock to Matthew and Laurie Crouch
      and (2) an Employment Agreement with Matthew Crouch whereby it issued 6,160,000
      shares of common stock to Matthew Crouch. As a result Matthew and Laurie Crouch
      owned approximately 58% of the Company’s issued and outstanding shares and
      Matthew Crouch was appointed Chief Executive Officer and Chairman of the Board
      of the Company. Pursuant to the Asset Purchase Agreement the Company acquired
      all of the worldwide distribution rights owned by Matthew and Laurie Crouch
      to
      the feature film “One Night with the King” and to a proposed animated film
      project, Prodigal Son”. The term of the Employment Agreement is seven years and
      provides for a minimum annual salary of $350,000.





The
      accounting basis of the assets acquired is zero and therefore the transaction
      was recorded at such value on the Company’s financial statements. The stock
      issued in the employment agreement with Matthew Crouch was valued at $0.03
      per
      share and $184,800 was charged to compensation expense.














19







**2.
      Summary of Significant Accounting Policies**





**Basis
      of Presentation**





The
      financial statements of the Company are presented on a consolidated basis for
      all periods presented. All significant inter-company accounts and transactions
      have been eliminated in preparation of the consolidated financial
      statements.





The
      accompanying consolidated financial statements have been prepared in conformity
      with accounting principles generally accepted in the United States of America.








**Use
      of Estimates**





The
      accompanying financial statements have been prepared in accordance with
      accounting principles generally accepted in the United States which requires
      management to make estimates and assumptions affecting 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.





**Revenue
      Recognition**





Revenue
      from production services (which commenced during the quarter ended January
      31,
      2005) are recognized in income during the period in which the service is
      rendered. The services performed during fiscal year 2005 consisted of
      distribution and production services for a joint venture in which the Company’s
      Chief Executive Officer/Principal shareholder has a minority
      interest.





**Cash
      and Cash Equivalents**





For
      the
      purposes of the consolidated balance sheets and consolidated statements of
      cash
      flows, all highly liquid investments with original maturities of three months
      or
      less are considered cash equivalents. The Company maintains bank accounts with
      balances which, at times, may exceed federally insured limits. The Company
      has
      not experienced any losses on such accounts. The Company believes it is not
      exposed to any significant risk on bank deposit accounts. As of October 31,
      2005, the Company’s cash balances with financial institutions exceeded federally
      insured limits by $537,489.





**Accounts
      Receivable**





The
      allowance for doubtful accounts is the Company’s best estimate of accounts
      receivable collectibility and requires management’s judgment. It is at least
      reasonably possible that the Company's estimate of the allowance for doubtful
      accounts will change in the near-term.





**Inventory**





Inventory
      amounts principally consist of lighting parts and finished lighting equipments
      for sale. The cost is determined principally at the lower of cost (first-in,
      first-out) or market.








**Property
      and Equipment**




Property
      and equipment are carried at cost, net of accumulated depreciation and
      amortization. Depreciation is calculated using the straight-line method over
      the
      estimated useful lives of the related assets. Repairs and maintenance are
      charged to expense as incurred. Upon retirement or sale, cost and accumulated
      depreciation are removed from the accounts and any gain or loss is reflected
      in
      the consolidated statement of operations. The cost of normal maintenance and
      repairs is charged to operations as incurred. Material expenditures, which
      increase the life of an asset, are capitalized and depreciated over the
      estimated remaining life of the asset.


20





The
      estimated useful lives of property and equipment are as follows:





Furniture and fixtures
            3 yearsComputer equipment
            3 to 5 yearsLighting equipment
            5 to 7
              years




**Earnings
      Per Share**





The
      Company computes earnings (loss) per share in accordance with Statement of
      Financial Accounting Standards No. 128, “Earnings per Share.” Basic earnings
      (loss) per share is computed by dividing the net income (loss) for the period
      by
      the weighted average number of shares outstanding during the period. Diluted
      earnings (loss) per share is computed by dividing the net income (loss) for
      the
      period by the weighted average number of shares outstanding during the period
      including common stock equivalents.





**Stock-based
      compensation expense**





In
      December 2004, the FASB issued SFAS No. 123 (revised 2004) “Share-Based Payment”
or FAS 123R. FAS 123R revises SFAS No. 123 “Accounting for
      Stock-Based Compensation” and supersedes APB No. 25 “Accounting for Stock
      Issued to Employees” and related interpretations and SFAS No. 148
“Accounting for Stock-Based Compensation-Transition and Disclosure.”
FAS 123R requires compensation cost relating to all share-based payments to
      employees to be recognized in the financial statements based on their fair
      values in the first interim or annual reporting period beginning after
      June 15, 2005. The pro forma disclosures previously permitted under
      FAS 123 will no longer be an alternative to financial statement
      recognition. We are evaluating the requirements of FAS 123R and expect that
      the adoption of FAS 123R will have a material impact on our consolidated
      financial position or results of operation. We have not determined the method
      of
      adoption or determined whether the adoption will result in amounts recognized
      in
      the income statement that are similar to the current pro forma disclosures
      under
      FAS 123.





Effective
      February 3,2006 , the FASB
      decided to move forward with the issuance of a final FSP FAS 123R-4 *“* *Classification
      of Options and Similar Instruments Issued as Employee Compensation That Allow
      for Cash Settlement upon the Occurrence of a Contingent Event”* . The
      guidance in this FSP FAS 123R-4 amends paragraphs 32 and A229 of FASB Statement
      No. 123R to incorporate the concept articulated in footnote 16 of FAS 123R.
      That
      is, a cash settlement feature that can be exercised only upon the occurrence
      of
      a contingent event that is outside the employee’s control does not meet the
      condition in paragraphs 32 and A229 until it becomes probable that the event
      will occur. Originally under FAS 123R, a
      provision in a share-based payment plan that required an entity to settle
      outstanding options in cash upon the occurrence of ** *any
      contingent event* required
      classification and accounting for the share based payment as a liability. This
      caused an issue under certain awards that require or permit, at the holder’s
      election, cash settlement of the option or similar instrument upon (a) a change
      in control or other liquidity event of the entity or (b) death or disability
      of
      the holder. With this new FSP, these types of cash settlement features will
      not
      require liability accounting so long as the feature can be exercised only upon
      the occurrence of a contingent event that is outside the employee’s control
      (such as an initial public offering) until it becomes probable that event will
      occur. The guidance in this FSP shall be applied upon initial adoption of
      Statement 123(R). An entity that adopted Statement 123(R) prior to the issuance
      of the FSP shall apply the guidance in the FSP in the first reporting period
      beginning after February 2006. Early
      application of FSP FAS 123R-4 is permitted in periods for which financial
      statements have not yet been issued. The Company does not anticipate that this
      new FSP will have any material impact upon its financial condition or results
      of
      operations





The
      Company accounts for stock-based compensation in accordance with Accounting
      Principles Board ("APB") Opinion No. 25. "Accounting for Stock Issued
      to Employees," and complies with the disclosure provisions
      of SFAS No. 123 "Accounting for Stock-Based Compensation."  Under APB
      No. 25, compensation cost is recognized over the vesting period based on
      the excess, if any, on the date of grant of the fair value of the Company's
      shares over the employee's exercise price.  When the exercise price of
      the option is less than the fair value price of the  underlying 
shares on the grant date,  deferred  stock  compensation  is
      recognized  and amortized to expense in  accordance  with 
Financial  Accounting Standards  Board ("FASB") 
Interpretation  No. 44 over the vesting period of the individual
      options.  Accordingly, if the exercise price of the Company's employee
      options equals or exceeds the market price of the underlying shares on the
      date of grant no compensation expense is recognized.  Equity-based
      instruments issued to non-employees are valued based upon either the prevailing
      fair value of the services received by the Company or the fair market value
      of
      the equity instrument, whichever is more readily determinable.


21








The
      following table illustrates the effect on net loss and loss per share if the
      company had applied the fair value recognition provisions of SFAS No. 123,
      to
      stock-based employee compensation.





The
      net
      non-cash compensation amounts for the years ended September 30, 2005 and 2004
      consist of:





At
      October 31, 2005 , the Company has outstanding options for the purchase of
      472,000 shares of common stock at $1.25 per share and 100,000 shares of common
      stock at $2.00 per share. These options were all issued in 2005. The fair value
      of these non employee options and options issued for services rendered was
      charged to general and administrative expenses over the vesting period of the
      options. No compensation expense related to options granted to directors and
      employees was recognized because the exercise price of our employee stock
      options equaled the market price of the underlying stock on the grant date.
      The
      pro forma impact of accounting for these awards will continue to be disclosed
      until the last of the awards are vested in 2010.




CumulativePeriod
                fromPro
                Forma Earnings
            
            November
                13, 2001Year
                ended October 31,
            
            (inception)
                to2005
            
            2004
            
            October
                31, 2005Net
                loss - as reported
            
            $
            (1213,213
            )
            $
            (77,381
            )
            $
            (1,718,175
            )Stock-based
                employee compensation expenseincluded
                in reported net earnings, net of tax
            
            
            -
            
            
            -
            
            
            -Stock-based
                employee compensation expensedetermined
                under fair value based method,net
                of tax
            
            
            (72,183
            )
            
            -
            
            
            (72,183
            )Net
                loss - pro forma
            
            $
            (1,285,396
            )
            $
            (77,381
            )
            $
            (1,790,358
            )Loss
                per share:Basic
                - as reported
            
            $
            (0.08
            )
            $
            (0.01
            )
            $
            (0.23
            )Basic
                - pro forma
            
            $
            (0.09
            )
            $
            (0.01
            )
            $
            (0.24
            )








The
        Black-Scholes model was used to estimate the fair value of the options at
        grant
        date based on the following assumptions:




2005
            
            2004Volatility
            
            
            54.71
            %
            
            -Risk-free
                interest rate
            
            
            2.04
            %
            
            -Expected
                life in years
            
            
            5.0
            
            
            -Weighted
                average fair value at grant date
            
            $
            0.61





22





**Income
      Taxes**





The
      Company accounts for income taxes under Statement of Financial Accounting
      Standards No. 109, “Accounting for Income Taxes” (SFAS 109). SFAS 109 is an
      asset and liability approach that requires the recognition of deferred tax
      assets and liabilities for the expected future tax consequences of events that
      have been recognized in the Company’s financial statements or tax returns. In
      estimating future tax consequences, SFAS 109 generally considers all expected
      future events other than enactment of changes in the tax law or rates. The
      Company’s available deferred tax asset of approximately $622,000 arising
      primarily from the accumulated operating loss carry forwards, has not been
      reflected in the financial statements because a deferred tax valuation allowance
      has been recorded for the entire amount. The Company’s federal net operating
      losses of approximately $1,555,000 begin expiring in 2021.





Income
      tax provision at the statutory rate of 34% amounting to $411,408 in 2005 and
      $25,217 in 2004 differs from the amount in the accompanying financial statements
      due primarily to net operating losses for which tax benefit is totally offset
      by
      a valuation allowance.





The
      Company experienced an ownership change as defined by Internal Revenue Code
      section 382 on November 18, 2004 (see footnote 1). However, the annual
      limitation on pre-ownership change net operating losses, imposed by section
      382,
      will not impact the Company's ability to utilize the net operating
      losses.








**Goodwill**





Goodwill
      recorded in 2005 represented the excess of the cost of the acquired company
      (“Cinemills”) over the amount assigned to the assets acquired and liabilities
      assumed in the asset purchase agreement on September 30, 2005. Effective January
      1, 2002 with the adoption of SFAS No. 142, “Goodwill and Other intangible
      Assets”, goodwill is not amortized. The net book value of the assets purchased
      at September 30, 2005 was $186,684;


the
      purchase price was $625, 938; goodwill recognized was $439,254. The Company’s
      purchase price allocation had not been finalized as of October 31, 2005 and
      in
      accordance with SFAS No. 142, “Goodwill and Other Intangible Assets”, the
      Company has a period of time to allocate the purchase price of the assets
      acquired and liabilities assumed, not to exceed one year from the date of
      acquisition.







Cinemills
            
            September
                30, 2005Total
                current assets
            
            $
            304,554Fixed
                assets
            
            
            12,813Current
                Liabilities
            
            
            (
                130,683
            )Net
                worth
            
            $
            186,684





Purchase
                priceCash
            
            $
            438,498Cash
                paid for legal and accounting
            
            
            7,440Common
                stock ($1.80 per share)
            
            
            180,000Total
                purchases price
            
            $
            625,938Goodwill
            
            $
            439,254





**Fair
      Value of Financial Instruments**





For
      certain of the Company’s financial instruments, including accounts receivable,
      short-term bank borrowings, capital leases, accounts payable and other accrued
      liabilities, the carrying amounts approximate fair value due to their short-term
      maturities.  The fair value of long-term obligations approximates its
      carrying value as the existing contract interest rates are comparable to market
      rates currently offered to the Company for similar debt instruments with similar
      maturities.





**Comprehensive
      Income (Loss)**


The
      company accounts for comprehensive income in accordance with SFAS No. 130,
      “Reporting Comprehensive Income,” which requires comprehensive income and its
      components to be reported when a company has items of comprehensive
      income.  Comprehensive income includes net income plus other comprehensive
      income (i.e. certain revenues, expenses, gains, and losses reported as separate
      components of stockholders’ equity rather than in net income).  The Company
      has no items that represent other comprehensive income and, therefore has not
      included a schedule of other comprehensive income in these consolidated
      financial statements.


23








**Recently
      Issued Accounting Pronouncements**





In
      November 2004, the Financial Accounting Standards Board (“FASB”) issued
      Statement of Financial Accounting Standards (“SFAS”) No. 151, “Inventory Costs,”
an amendment of Accounting Research Bulletin (“ARB”) No. 43, to clarify the
      accounting for abnormal amounts of idle facility expense, freight, handling
      costs, and wasted material (spoilage). This SFAS requires that those items
      be
      recognized as current-period charges regardless of whether they meet the
      criterion of “so abnormal”. In addition, this SFAS requires that allocation of
      fixed production overheads to the costs of conversion be based on the normal
      capacity of the production facilities. Companies are required to adopt the
      provisions of this Statement for fiscal years beginning after June 15,
      2005.   The adoption of this standard will not have any impact on the
      Company's results of operations or financial position.





In
      December 2004 the Financial Accounting Standards Board issued two FASB Staff
      Positions—FSP FAS 109-1, “Application of FASB Statement 109, “Accounting for
      Income Taxes,” to the Tax Deduction on Qualified Production Activities Provided
      by the American Jobs Creation Act of 2004”, and FSP FAS 109-2, “Accounting and
      Disclosure Guidance for the Foreign Earnings Repatriation Provision within
      the
      American Jobs Creation Act of 2004.” Neither of these affected the Company as it
      does not participate in the related activities.





In
      December 2004, the FASB issued SFAS No.123 “Share-Based Payment” (revised 2004).
      SFAS 123(R) will provide investors and other users of financial statements
      with
      more complete and neutral financial information by requiring that the
      compensation cost relating to share-based payment transactions be recognized
      in
      financial statements. That cost will be measured based on the fair value of
      the
      equity or liability instruments issued. SFAS 123(R) covers a wide range of
      share-based compensation arrangements including share options, restricted share
      plans, performance-based awards, share appreciation rights, and employee share
      purchase plans. SFAS 123(R) replaces FASB Statement No. 123,” Accounting for
      Stock-Based Compensation,” and supersedes APB Opinion No. 25, “Accounting for
      Stock Issued to Employees.” Statement 123, as originally issued in 1995,
      established as preferable a fair-value-based method of accounting for
      share-based payment transactions with employees. However, that Statement
      permitted entities the option of continuing to apply the guidance in Opinion
      25,
      as long as the footnotes to the financial statements disclosed what net income
      would have been had the preferable fair-value-based method been used. Public
      entities (other than those filing as small business issuers) will be required
      to
      apply Statement 123(R) as of the first interim or annual reporting period that
      begins after June 15, 2005 and December 15, 2005 for small and non-public
      companies. The Company has not evaluated the impact of the adoption of SFAS
      123(R).





In
      December 2004, the FASB issued SFAS No.153, “Exchanges of Nonmonetary Assets, an
      amendment of APB Opinion No. 29, Accounting for Nonmonetary Transactions.” The
      amendments made by Statement 153 are based on the principle that exchanges
      of
      nonmonetary assets should be measured based on the fair value of the assets
      exchanged. Further, the amendments eliminate the narrow exception for
      nonmonetary exchanges of similar productive assets and replace it with a broader
      exception for exchanges of nonmonetary assets that do not have commercial
      substance. Previously, Opinion 29 required that the accounting for an exchange
      of a productive asset for a similar productive asset or an equivalent interest
      in the same or similar productive asset should be based on the recorded amount
      of the asset relinquished. Opinion 29 provided an exception to its basic
      measurement principle (fair value) for exchanges of similar productive assets.
      The Board believes that exception required that some nonmonetary exchanges,
      although commercially substantive, be recorded on a carryover basis. By focusing
      the exception on exchanges that lack commercial substance, the Board believes
      that SFAS 153 produces financial reporting that more faithfully represents
      the
      economics of the transactions. SFAS 153 is effective for nonmonetary asset
      exchanges occurring in fiscal periods beginning after June 15, 2005. Earlier
      application is permitted for nonmonetary asset exchanges occurring in fiscal
      periods beginning after the date of issuance. The provisions of this Statement
      shall be applied prospectively. The Company has evaluated the impact of the
      adoption of SFAS 153, and does not believe the impact will be significant to
      the
      Company’s overall results of operations or financial position.


24








In
      March
      2005, the SEC released Staff Accounting Bulletin No. 107, “Share-Based Payment”
(“SAB 107”), which provides interpretive guidance related to the interaction
      between SFAS 123(R) and certain SEC rules and regulations. It also provides
      the
      SEC staff’s views regarding valuation of share-based payment arrangements. In
      April 2005, the SEC amended the compliance dates for SFAS 123(R), to allow
      companies to implement the standard at the beginning of their next fiscal year,
      instead of the next reporting period beginning after June 15, 2005. Management
      is currently evaluating the impact SAB 107 will have on our consolidated
      financial statements.





In
      March
      2005, the FASB issued FASB Interpretation No. 47, “Accounting for Conditional
      Asset Retirement Obligations” (“FIN 47”). FIN 47 provides guidance relating to
      the identification of and financial reporting for legal obligations to perform
      an asset retirement activity. The Interpretation requires recognition of a
      liability for the fair value of a conditional asset retirement obligation when
      incurred if the liability’s fair value can be reasonably estimated. FIN 47 also
      defines when an entity would have sufficient information to reasonably estimate
      the fair value of an asset retirement obligation. The provision is effective
      no
      later than the end of fiscal years ending after December 15, 2005. The Company
      will adopt FIN 47 beginning the first quarter of fiscal year 2006 and does
      not
      believe the adoption will have a material impact on its consolidated financial
      position or results of operations or cash flows.





In
      May
      2005, the FASB issued FASB Statement No. 154, “Accounting Changes and Error
      Corrections.” This new standard replaces APB Opinion No. 20, “Accounting
      Changes, and FASB Statement No. 3, Reporting Accounting Changes in Interim
      Financial Statements,” and represents another step in the FASB’s goal to
      converge its standards with those issued by the IASB. Among other changes,
      Statement 154 requires that a voluntary change in accounting principle be
      applied retrospectively with all prior period financial statements presented
      on
      the new accounting principle, unless it is impracticable to do so. Statement
      154
      also provides that (1) a change in method of depreciating or amortizing a
      long-lived non-financial asset be accounted for as a change in estimate
      (prospectively) that was effected by a change in accounting principle, and
      (2)
      correction of errors in previously issued financial statements should be termed
      a “restatement.” The new standard is effective for accounting changes and
      correction of errors made in fiscal years beginning after December 15, 2005.
      Early adoption of this standard is permitted for accounting changes and
      correction of errors made in fiscal years beginning after June 1,
      2005.













**3.
      Acquisition**





During
      fiscal 2003, The Company purchased (from a company owned by the then principal
      shareholder of the Company) for $50,000, 100% of the outstanding common stock
      of
      a Portuguese company which had assets of approximately $25,000 and no
      operations. The purchase price reflected an estimate of the cost of setting
      up
      the subsidiary and the benefit of having it available at that time through
      the
      acquisition as opposed to starting a new Portuguese subsidiary.





On
      September 30, 2005, The Company entered into an Asset Purchase Agreement with
      Merd Holdings, LLC, doing business as Cinemills (“Cinemills”), whereby the
      Company acquired substantially all of the assets of Merd Holdings,
      LLC .
      The
      transaction was consummated with cash of approximately $440,000 and the issuance
      of 100,000 shares of common stock. Cinemills manufactures quality lighting
      equipment marketable worldwide to the motion picture, television, and related
      industries.





The
      purpose of Cinemills’ acquisition was to create a base for the manufacturing,
      product development and lighting installation for stages, location, special
      events and sanctuaries. In addition, this acquisition added exclusivity for
      the
      North American market (USA, Canada and Mexico) for the full product line of
      Chinese based Film Gear. Gener8Xion Entertainment intents to become a “one stop
      shop” lighting supplier to the entertainment industry as well as Churches,
      Ministries and Schools.


25





As
      a result of the acquisition of the Cinemills’ assets, the company began selling
      lighting equipment in October, 2005; net sales for October 2005 was $75,182
      (unaudited); net income was $7,931 (unaudited).





Assuming
      that Cinemills was purchased at the beginning of fiscal 2004, the Company’s net
      sales for year ended October 31, 2005 would have been approximately $1,082,000
      (unaudited), and net sales for year ended October 31, 2004 would have been
      approximately $922,000 (unaudited). Net loss would have been $(1,425,000) in
      2005 (unaudited) and $(187,000) in 2004 (unaudited). Loss per share would have
      been $(0.10) in 2005 (unaudited) and $(0.03) in 2004 (unaudited). This
      information is based on unaudited financial statements for Cinemills for their
      years ended December 31.











**4.
      Related Party Transactions**





Note
      payable as of October 31, 2004 to a principal shareholder was paid in full,
      together with accrued interest, August 2005.





Accrued
      compensation outstanding at October 31, 2004 for officers and directors and
      former officers were paid in full August, 2005.





In
      November 2004, the Company moved its headquarters to 3400 W. Cahuenga Boulevard,
      Hollywood, California. The Registrant occupies office space on a month to month
      basis for $12,000 per month from a company controlled by its principal
      shareholder/Chairman/CEO. Rent expense for the year ended October 31, 2005
      was
      $144,000. Rent expense for the year ended October 31, 2004 was $2,500. From
      April 2004 to October 2004, the Company occupied space at a director’s residence
      at no charge.





During
      February 2005, the Company purchased production equipment at a cost of $195,000
      from a company controlled by an officer of the Company.





During
      September 2005, the Company purchased lighting equipment for $67,898 from a
      company in which an officer had an interest.





In
      September 2005, the Company’s Cinemills’ division occupied office and warehouse
      space under a three year lease for $4,400 per month from a company in which
      an
      officer of the Company has a 50% interest. The lease expires October
      2007.





At
      October 31, 2005, the Company owned lighting equipment, which is being leased
      to
      a company controlled by Carlos D. De Mattos, the Company’s President. The
      lighting equipment was purchased in 2002 for $200,000 and leased under an
      operating lease for a five year term. The lease provides an option for the
      lessee to purchase the equipment at the end of the lease for its then fair
      market value.





**5.
      Accrued liabilities**





Accrued
      liabilities at October 31, 2005 consists the following:


Accrued
                compensation to officers and directors
            
            $
            72,153Other
                accrued compensation
            
            
            7,905Other
                accruals
            
            
            5,538Total
            
            
            85,596





26





**6.
      Shareholders’ equity**





During
      the year ended October 31, 2003 the Company’s principal stockholder remitted to
      the Company the amount of all profits ($110,250) realized by the stockholder
      from the prohibited sale of the Company’s common stock as required pursuant to
      Section 16 (b) of the Securities Act of 1934. This amount was credited to
      additional paid-in capital.





**Common
      Stock**





On
      November 18, 2004, the Company issued 2,640,000 shares of common stock to
      Matthew and Laurie Crouch in connection with an Assets Purchase Agreement.
      The
      accounting basis of the assets acquired is zero and therefore the transaction
      was recorded at such value on the Company’s financial statements.





The
      company issued 6,160,000 shares of common stock to Matthew Crouch in connection
      with his employment agreement. The stock issued in the employment agreement
      with
      Matthew Crouch was valued at $0.03 per share and $184,800 was charged to
      compensation expense.





On
      August
      26, 2005, the Company sold 762,500 shares of common stock at $2.00 per share
      to
      26 accredited investors for an aggregate gross proceeds of $1,525,000. Each
      share was sold with one warrant attached with an exercise price of $4.00 per
      share. The warrants are exercisable for a period of five years but may be
      redeemed by the Registrant under certain conditions. The money was raised
      through a private placement. A commission of $61,000 and warrants to purchase
      up
      to 120,000 shares of common stock, exercisable for five years at an exercise
      price of $2.00 per share, was paid to Mercadien Securities, LLC, a NASD broker
      dealer in connection with the private placement. Net proceeds of this sale
      were
      $1,418,480.





The
      Company issued 100,000 shares of common stock to the owners of Merd Holdings,
      LLC in connection with Assets Purchase Agreement dated September 30,
      2005.





The
      Company sold 500,000 shares of common stock to Shepherd Trust on October 07,
      2005 for $1,000,000. Each share was sold with a warrant attached with an
      exercise price of $3.00 per share. The warrants are exercisable for a period
      of
      five years but may be redeemed by the Registrant under certain conditions.
      The
      money was raised through a private placement. There were no offering costs
      connected with this offering.





Holders
      of our Class A common stock, the Company’s only class of common stock, are
      entitled to one vote for each share held of record on each matter submitted
      to a
      vote of stockholders. Holders of common stock have no preemptive rights and
      have
      no rights to convert their common stock into any other securities. The
      outstanding common stock is duly authorized and validly issued, fully-paid,
      and
      non-assessable.








**7.
      Subsequent Events**





The
      Company sold 75,000 shares of common stock to Scrushy Foundation on January
      06,
      2006 for $150,000. Each share was sold with a warrant attached with an exercise
      price of $3.00 per share. The warrants are exercisable for a period of five
      years but may be redeemed by the Registrant under certain conditions. The money
      was raised through a private placement.





The
      company expanded its television production division on January 01, 2006 and
      hired an additional seven employees.





27





**Item
      8. Changes in and Disagreements with Accountants on Auditing and Financial
      Disclosures**





None.








**Item
      8A. Controls and Procedures**





(a)
            Evaluation
                of Disclosure Controls and
                Procedures





Our
      Chief
      Executive Officer, and Principal Financial and Accounting Officer, after
      evaluating the effectiveness of our disclosure controls and procedures (as
      defined in the Securities Act of 1934 Rules 13a-14(c) and 15d-14(c) as of a
      date
      within 90 days of the filing date of this annual report on From 10-KSB (the
      “Evaluation Date”), has concluded that as of the Evaluation Date, our disclosure
      controls and procedures were adequate and effective to ensure that material
      information relating to us would be made known to him by others within the
      Company, particularly during the period in which this annual report on Form
      10-KSB was being prepared.





(b)
            Changes
                in Internal Controls.





There
      were no significant changes in our internal controls or other factors that
      could
      significantly affect our disclosure controls and procedures subsequent to the
      Evaluation Date, nor any significant deficiencies or material weaknesses in
      such
      disclosure controls and procedures requiring corrective actions. As a result,
      no
      corrective actions were taken.






















**Part
      III**





**Item
      9. Directors, Executive Officers, Promoters And Control Persons: Compliance
      With
      Section 16(A) Of The Exchange Act**





The
      current directors and officers of Gener8Xion Entertainment, Inc.
      are:





Matthew
      Crouch (age 44). Mr. Crouch became Chairman of the Board and Chief Executive
      Officer on November 18, 2004. Since 1999 Mr. Crouch has been the Chief Executive
      Officer of Gener8Xion Entertainment, Inc., an independent film production
      company. Mr. Crouch served as Vice President of Trinity Broadcasting Network,
      (an owner of TV stations throughout the world), where for 15 years he oversaw
      all aspects of production for both the film and television
      divisions.





Carlos
      D.
      De Mattos (age 53). Carlos D. De Mattos became President and a Director in
      January 2005. For the past five years he has been and he remains as the Chairman
      of CDM Interactive Inc. (CDMI Ventures). Prior to founding CDMI Ventures, Mr.
      De
      Mattos was the Founder and Principal of Hollywood Rental Production Services
      and
      Olesen which are the nation's largest independent suppliers of complete
      "one-stop" services to the entertainment industry. Mr. De Mattos is a
      co-recipient of two Technical Achievement Awards from the Academy of Motion
      Picture Arts and Sciences in March 1983 and March 1985. He is also a
      co-recipient of a Technical Achievement Award from the Academy of Television
      Arts and Sciences in September 1989. He is a member of the Academy of Motion
      Picture Arts and Sciences and the American Society of
      Cinematographers.


28







Richard
      J. Cook (age 34). Richard J. Cook became Executive Vice President on January
      1st
      2005.  Mr. Cook has worked with and managed top entertaining industry
      professionals for over 12 years. He has over 5,000 visual effects for Television
      and Film in his repertoire (including being on the Academy Award winning team
      for "Best Visual Effects" for the feature film Independence Day). 
Throughout his visual effects career, Mr. Cook has worked with over 50 different
      studios and production companies including Universal, Paramount, Warner
      Brothers, Disney and 20th Century Fox and on over 25 feature films and 30
      television shows and commercials. For the last 5 years, Mr. Cook has been head
      of operations of an independent film and television production company in
      Hollywood.






Marilyn
      Beaubien (age 52). Marilyn Beaubien became Chief Financial Officer of the
      Company in December 2004 after working as Production Controller for the movie
      "One Night With The King". Between June 2002 and July 2004 Ms. Beaubien was
      President of Grace and Mercy Entertainment a sole proprietorship that prepared
      financial packages for various entertainment clients. From June 1998 until
      June
      2002, she was Line Producer for Big Ticket Productions, Inc. Prior to that,
      she
      has been an associate producer and production controller for many television
      and
      film productions. Ms. Beaubien started her career as an audit senior with Price
      Waterhouse & Company. She is currently a member of the Producers Guild of
      America, Inc. and The Academy of Television Arts and Sciences.







Marcos
      M.
      De Mattos (age 29). Mr. De Mattos became vice president of the Company on
      September 13, 2002. Mr. De Mattos has held positions in both venture capital
      firms as well as technology start-ups. Mr. De Mattos is the son of Carlos D.
      De
      Mattos (whose controlled company is the principal shareholder of the Company).
      Since January 2002, Marcos M. De Mattos has been an associate partner with
      such
      controlled company. Until 1998, Mr. De Mattos was earning his BBA degree from
      the University of San Diego, and between 1998 and 2002 he was employed by
      Venture Tech Funding Group and 24x7 Technology, Inc. in their corporate
      development departments.







John
      R.
      Dempsey (age 34). Mr. Dempsey, Jr. became a director and temporary Chief
      Executive and Chief Financial officer effective October 18, 2004.  On
      November 18, 2004 Mr. Dempsey resigned as Chief Executive Officer. Mr. Dempsey
      is a senior consultant for Arthur Consulting Group where he performs mergers
      and
      acquisition valuation and certain tax related valuation projects. Mr. Dempsey
      has an undergraduate degree in finance from Villanova University and an MBA
      from
      Pepperdine University and he is a Chartered Financial Analyst (CFA) charter
      holder with multiple designations in Risk Management.







Tom
      Newman (age 50), Mr. Newman became a director in January 2005. Mr. Newman is
      the
      president of Impact Productions, Inc., which he founded in 1982. For the past
      22
      years he has produced numerous works for film, television and stage. During
      the
      past three years he has received numerous awards for his corporate, video and
      nationally broadcasted television commercials.





Ric
      Wake
      (age 39) Mr. Wake became a Director of Gener8Xion Entertainment in January,
      2005. From 1999 to 2003 he served as Sony Music Entertainment's Staff Producer
      and Senior Vice President of A&R. He presides over The W&R Group, a
      production company, and Notation Music, a publishing division which oversees
      the
      work of 30 songwriters and whose success includes covers by Jennifer Lopez,
      Marc
      Anthony, and Celine Dion. A producer since the late 80’s, Ric is a two-time
      Grammy winner for production work on Celine Dion's multi-platinum Album of
      the
      Year, "Falling Into You", and for "Best Compilation Soundtrack Album" for
      producing the soundtrack to the Academy Award winning Miramax film "Chicago:
      The
      Musical".


29





During
      the year ended October 31, 2005, the Board of Directors held two meetings.
      During the year ended October 31, 2004, the Board of Directors held three
      meetings.





During
      the January 2005 board meeting, the Company formed an audit committee and
      appointed the following directors as members - John Dempsey - chairman, Tom
      Newnan - member, Ric Wake - member.





During
      the January 2005 board meeting, the Company formed an compensation and stock
      option committee and appointed the following directors am members - John Dempsey
      - chairman, Tom Newnan - member, Ric Wake - member.








Each
      director holds office for a one-year term or until his successor has been
      elected and qualified at the annual meeting of the Company’s shareholders. The
      members of the Board of Directors serve without remuneration for service on
      the
      board. Corporate officers are appointed by the Board of Directors and serve
      at
      the discretion of the Board.





The
      Company’s officers, directors and beneficial owners of more than 10% of any
      class of its equity securities registered pursuant to Section 12 of the
      Securities Act of 1934 (“Reporting Persons”) are required to file reports of
      ownership and changes in beneficial ownership of the Company’s equity securities
      with the SEC. Copies of those reports must also be furnished to the Company.
      Based solely on a review of the copies furnished to the Company pursuant to
      that
      Act, the Company believes that during the year ended October 31, 2005 all filing
      requirements applicable to Reporting Persons were complied with.





30




**Item
      10. Executive Compensation**





The
      following table discloses the compensation paid to Gener8Xion Entertainment,
      Inc.’s executive officers during the years ended October 31, 2005 and
      2004:








SUMMARY
      COMPENSATION TABLE


Awards
            
            PayoutsName
                and
            
            
            
            
            
            
            
            Restricted
            
            SecuritiesPrincipal
            
            
            
            
            
            Other
            
            Stock
            
            Underlying
            
            Payments
            
            All
                otherPosition
            
            Salary
            
            Bonus
            
            Compensation
            
            Awards
            
            Options
            
            Payment
            
            ompensationMatthew
                Crouch,CEO
                (1)Fiscal
                2005
            
            $
            331,154
            
            
            
            
            
            
            
            $
            184,000Fiscal
                2004
            
            
            -Carlos
                De Mattos,President
                (1)Fiscal
                2005
            
            $
            207,629Fiscal
                2004
            
            
            -Richard
                Cook,Executive
                V.P.(2)Fiscal
                2005
            
            $
            74,769Fiscal
                2004
            
            
            -Marilyn
                BeaubienCFO
                (2)Fiscal
                2005
            
            $
            74,769Fiscal
                2004
            
            
            -Marcos
                M. De MattosVicePresident
                (2)Fiscal
                2005
            
            $
            74,769Fiscal
                2004
            
            
            10,500
            
            
            
            
            
            600
              (1
            )








(1)
      Auto
      Allowance


(1) A
      portion
      of the fiscal 2005 is unpaid at October 31, 2005 and included in accrued
      liabilities.





Currently
      the Registrant does not pay directors’ fees. The Registrant reimburses officers
      and directors for travel and other expenses incurred on behalf of Registrant.
      Registrant does not have a pension or profit sharing plan.





**Option
      Plan**





The
      Registrant has no formal option plan. On January 11, 2005 the Registrant granted
      non-qualified options to purchase 20,000 shares of its common stock, at an
      exercise price of $1.25, to each of its three directors, Messrs. Dempsey, Newman
      and Wake. Also, on January 11, 2005, the Registrant granted options to purchase
      250,000 shares and 15,000 shares of its common stock at an exercise price of
      $1.25 per share to Richard Cook and Marilyn Beaubien, respectively. The exercise
      price was the closing bid price of the Registrant’s common stock on the OTC:BB
      as of the close of business on January 11, 2005. The options vest 1/3 per year
      and expire on January 11, 2010.




31




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





The
      following table sets forth as of October 31, 2005 certain information with
      respect to the beneficial ownership of the Common Stock of the Registrant
      concerning stock ownership by (i) each director, (ii) each executive officer,
      (iii) the directors and officers of the Registrant as a group, (iv) and each
      person known by the Registrant to own beneficially more than five percent (5%)
      of the Common Stock. Unless otherwise indicated, the owners have sole voting
      and
      investment power with respect to their respective shares.





Beneficial
      ownership is determined under the rules of the Securities Exchange Commission.
      In general, these rules attribute beneficial ownership of securities to persons
      who possess sole or shared voting power and/or investment power with respect
      to
      those securities and includes, among other things, securities that an individual
      has the right to acquire within 60 days. Unless otherwise indicated, the
      stockholders identified in the following table have sole voting and investment
      power with respect to all shares shown as beneficially owned by
      them.





NAME
                AND ADDRESS
            AMOUNT
                AND NATURE OF
            PERCENT
            RELATIONSHIPOF
                BENEFICIAL OWNER
            BENEFICIAL
                OWNERSHIP
            OF
                CLASS
            TO
                COMPANYMatthew
                Crouch3400
                W. Cahuenga Bvld.Hollywood,
                CA 90068
            8,800,000
            53%
            CEO,
                DirectorCarlos
                D. DeMattos1125
                North Lindero Canyon Rd.Suite
                A-8 #209Westlake
                Village, CA 91362
            2,474,689(1)
            15%
            StockholderYale
                Farar, trusteeHillshire
                Trust23679
                Calabasas Rd. #412Calabasas,
                CA 91302
            1,232,100
            7%
            StockholderMarcos
                M. DeMattos1855
                Industrial St. Apt #610Los
                Angeles, CA 90021
            250,000
            2%
            Vice
                PresidentRichard
                Cook34413
                Desert RoadActon,
                CA 93510
            158,334(2)
            *
            Exec
                VPMarilyn
                Beaubien6358
                La Rocha DriveLos
                Angeles, CA 90068
            30,000(3)
            *
            CFOTom
                Newman3939
                S. Harvard Ave.Tulsa,
                OK 74135
            6,667(4)
            
            DirectorRic
                Wake745
                5thAve. Suite 800New
                York, NY 10151
            6,667(4)
            
            DirectorJohn
                R. Demsey14724
                Ventura Blvd., 6thFloorSherman
                Oaks, CA 91403
            26,667(4)
            *
            DirectorAll
                officers and directors as aGroup
                (9 individuals)
            12,856,789
            78%





*
      Less
      than 1%





(1) Includes
      2,224,689 shares owned by CDM Interactive, Inc., a corporation of which Mr.
      DeMattos is a director, officer and principal shareholder and 250,000 shares
      owned by Mr. DeMattos’ dependent son.


(2) Includes
      option to purchase 83,334 shares of the Registrant’s common stock at an exercise
      price of $1.25 per share. The options expire on January 11, 2010.


(3) Includes
      option to purchase 5,000 shares of the Registrant’s common stock at an exercise
      price of $1.25 per share. The options expire on January 11, 2010.


(4) Includes
      option to purchase 6,667 shares of the Registrant’s common stock at an exercise
      price of $1.25 per share. The options expire on January 11,
      2010.


32








**Item
      12. Certain Relationships and Related Transactions**





In
      November 2004, the Company moved its headquarters to 3400 W. Cahuenga Boulevard,
      Hollywood, California. The Registrant occupies office space on a month to month
      basis for $12,000 per month from a company controlled by its principal
      shareholder/Chairman/CEO. Rent expense for the year ended October 31, 2005
      was
      $144,000. Rent expense for the year ended October 31, 2004 was $2,500. From
      April 2004 to October 2004, the Company is occupying space at a directors’ s
      residence at no charge.





During
      February 2005, the Company purchased production equipment at a cost of $195,000
      from a company controlled by an officer of the Company.





During
      September 2005, the Company purchased lighting equipment at a cost of $67,898
      from a company in which an officer of the Company had a minority
      interest.





In
      September 2005, the Company’s Cinemills’ division occupied office and warehouse
      space under a three year lease for $4,400 per month from a company in which
      the
      President of the Company has a 50% interest. The lease expires October
      2007.








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





**Exhibits:**


**31
      - Certification of CEO/CFO**





**32
      - Certification of CEO/CFO pursuant to Section 906 of the Sarbanes-Oxley Act
      of
      2002, 18 U.S.C. Section 1350**





**Form
      8-K:**





Form
      8-K
      filed under date of August 26, 2005 with respect to Items 5 and 6.





Form
      8-K
      filed under date of September 30 2005 with respect to Items 1, 2, 5 and
      6.


33








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




**Audit
      Fees**




The
      aggregate fees billed by Stonefield Josephson, Inc., the Company’s independent
      auditors, for the audit of the Company's annual consolidated financial
      statements and reviews of quarterly financial statements for the years ended
      October 31, 2005 and 2004 were $26,600 and $7,000, respectively.




**Audit-related
      Fees**


The
      aggregate fees billed by Stonefield Josephson, Inc., the Company’s independent
      auditors, for assurance and related services for the years ended December 31,
      2005 and 2004 were $22,000 and $0, respectively.





**SIGNATURES**





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





Gener8Xion
      Entertainment, Inc.





/s/
      Matthew Crouch


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


Matthew
      Crouch, Chief Executive Officer








/s/
      Marilyn Beaubien


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


Marilyn
      Beaubien, Chief Financial Officer








Dated:
      February 14, 2006





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




Signature
              Title
              Date/s/
                  Matthew Crouch
              CEO/Director
              February
                  14, 2006/s/
                  Carlos D. De Mattos
              President/Dierector
              February
                  14, 2006/s/
                  John R. Demsey,
              Jr.Director
              February
                    14, 2006/s/
                  Tom Newman
              Director
              February
                    14, 2006/s/
                  Ric Wake
              Director
              February
                    14, 2006


34