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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                  FORM 10-KSB/A

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

                   For the fiscal year ended October 31, 2004

                         Commission File Number 0-15382

                         GENER8XION ENTERTAINMENT, INC.
                    (Exact name as specified in its charter)

          Delaware                                              13-3341562
(State or other jurisdiction of                             (IRS Employer
incorporation 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]

Registrant had no material revenues during the year ended October 31, 2004.

Aggregate market value of Registrants' voting and non-voting common equity held
by non-affiliates as of December 29, 2004 - approximately $3,700,000

Outstanding common stock, $.01 par value as of December 29, 2004: 15,158,750
shares

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                                EXPLANATORY NOTE

The Company is filing this Amendment No. 1 to Annual Report on Form 10-KSB/A
which was for the fiscal year ended October 31, 2004 to disclose those items
previously omitted from Part III Item 9 in compliance with the General
Instruction E.3 to Form 10-KSB. In addition, pursuant to the rules of the
Securities and Exchange Commission, we are including with this Amendment certain
currently dated certifications.

Part III

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

Our executive officers and key employees and their ages as of January 31, 2005
are as follows:

         NAME            AGE                     POSITION

Matthew Crouch            43    Chief Executive Office and Chairman of the Board

Carlos D. De Mattos       52    President and Director

John R. Dempsey, Jr.      33    Director

Tom Newman                49    Director

Ric Wake                  38    Director

Marilyn Harris Beaubien   51    Secretary and Chief Financial Officer

Rich Cook                 34    Vice President, Production

Marcos M. De Mattos       28    Vice President, Development

     Matthew 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 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, providing a wide range of support
services to entertainment producers across North America, including: lighting,
grip, transportation, generators, camera equipment, automated lighting and
theatrical equipment, as well as expendable supplies. Prior to Hollywood Rental
Production Services he was the CEO of Matthews Studio Equipment Group, Inc.
("Matthews") a public company in the motion picture

                                                                               2

equipment manufacture and rental industry. In April 2000 Matthews filed for
reorganization under the Bankruptcy Act. 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. In June 1991, the government of Portugal inducted him into the select
membership of the prestigious Order of Henry the Navigator as a Knight
Commander. In July 1998, he was awarded the Ernst & Young Entrepreneur of the
Year Award for the Greater Los Angeles area. He is a member of the Academy of
Motion Picture Arts and Sciences and the American Society of Cinematographers.

     John R. 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. Prior thereto, Mr. Dempsey worked at
Matthews Studio Equipment Group, Inc., a public company in the motion picture
equipment manufacture and rental industry. 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) with multiple
designations in Risk Management. .

     Tom 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 television and stage. During the past three
years he has received numerous awards for his corporate, video and nationally
broadcasted television commercials.

     Ric Wake became a director in January 2005. From 1999 to 2003 he served as
Sony Music Entertainment's Staff Producer and Senior Vice President of A & R.
Since that time he has served as president of Wake Production and Notation
Music, which he founded.

     Marilyn Harris 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 consultant for many television and film
productions. Ms. Beaubien started her career as an audit senior with Price
Waterhouse & Company. She is a CPA and member of the Producers Guild of America,
Inc.

     Richard J. Cook 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), Richard J. Cook has
worked with and managed top entertainment industry professionals for over 12
years. 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. His feature films include Independence Day,
Godzilla, Men in Black, Star Trek: First Contact, Dr. Dolittle just to name a
few. His television shows include Star Trek: The Next Generation, Deep Space
Nine & Voyager, Stargate, Lois and Clark and Poltergeist and his commercials
include Pepsi, Coca Cola, Lazy Boy, Lexus and many more. For the last 5 years,
Mr. Cook has been head of operations of an independent film and television
production company in Hollywood. This advancement in Mr. Cook's career is due to
his move from his former position as Visual Effects Producer at Santa Monica
Studios.

                                                                               3

     Marcos M. 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. Since January 2002, Mr. De Mattos has been an associate
partner with CDM Interactive, Inc. Between 1998 and 2002 he was employed by
Venture Tech Funding Group and 24x7 Technology, Inc. in their corporate
development departments. Until 1998, Mr. De Mattos was earning his BBA degree
from the University of San Diego. Mr. De Mattos is the son of Carlos D. De
Mattos.

     The Company has no standing audit, nominating or compensation committee.
During the year ended October 31, 2004, the Board of Directors held three
meetings. During the year ended October 31, 2003, the Board of Directors held
two meetings; Mr. Eccleston a former director attended one of the meetings in
2004 and the remaining directors attended all meetings.

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, 2004 all filing
requirements applicable to Reporting Persons were complied with.

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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.

CDMI Productions, Inc.

/s/ Matthew Crouch
------------------
Matthew Crouch, Chief Executive Officer

/s/ Marilyn Harris Beaubien
---------------------------
Marilyn Harris Beaubien, Chief Financial Officer

Dated: January 31, 2005

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/ Carlos M. De Mattos          President/Director          January 31, 2005

/s/ Tom Newman                        Director               January 31, 2005

/s/ Ric Wake                          Director               January 31, 2005

/s/ John R. Dempsey, Jr.              Director               January 31, 2005

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                                  CERTIFICATION

We, Matthew Crouch, Chief Executive Officer and Marilyn Harris Beaubien, Chief
Financial Officer (principal accounting officer) of Gener8xion Entertainment,
Inc. (the "Company"), certify, pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002, 18 U.S.C. Section 1350, that

1.   The annual report on Form 10-KSB of the Company for the annual period ended
     October 31, 2003 (the "Report") fully complies with the requirements of
     Section 13(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78m); and

2.   The information contained in the Report presents, in all material respects,
     the financial condition and results of operations of the Company as of the
     dates and for the period set forth therein.

Dated: January 31, 2005

                                       Name: /s/ Matthew Crouch

                                       Title: Chief Executive Officer

                                       Name: /s/ Marilyn Harris Beaubien

                                       Title: Chief Financial Officer (principal
                                       accounting officer)

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