<PAGE>



                                  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, 2002

                         Commission File Number 0-15382

                             CDMI PRODUCTIONS, INC.
                    (Exact name as specified in its charter)

         New York                                           13-3341562
(State or other jurisdiction of                             (IRS Employer
incorporation or organization)                              Identification No.)

3111 N. Kenwood St.
Burbank, CA                                                 91505
(Address of principal executive office)                     (Zip Code)

Registrant's telephone number:              (818) 525-5200

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, 2002.

Aggregate market value of Registrants' voting and non-voting common equity held
by non-affiliates as of January 27, 2003 - approximately $129,000

Outstanding common stock, $.01 par value as of January 27, 2003: 6,340,000
shares


                                                                               1

<PAGE>


                             CDMI PRODUCTIONS, 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.  Financial Statements

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

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. Controls and Procedures

 SIGNATURES

EXHIBITS


                                                                               2

<PAGE>


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

CDMI Productions, Inc. "Registrant" or the "Company", whose name was changed on
September 13, 2002 from Gamogen, Inc., was incorporated under the laws of the
State of New York on March 17, 1986. On September 13, 2002 the Company
consummated an Agreement and Plan of Merger ("Agreement") whereby it combined
with CDMI Productions, Inc. a Delaware company ("CDMI - Delaware") which was
organized on November 13, 2001. The transaction has been accounted for as a
reverse acquisition for accounting purposes and the continuing business is that
of CDMI - Delaware. The Company has adopted October 31 as its fiscal year end.

Pursuant to the Agreement, the Company issued 1,500,000 shares of common stock
to CDM Interactive, Inc. and 950,000 shares to Southridge Group, LLC. In each
instance for $.10 per share. Further, the Company issued 2,169,689 shares of
common stock for all the issued and outstanding stock of CDMI - Delaware.
Further, Southridge paid the Company $55,000 as partial payment of a note and
the balance of the note, approximately $99,000 was credited to Southridge Group,
LLC as payment for investment banking and other fees related to the transaction.


                                                                               3

<PAGE>


The accounting treatment is that of a business combination using the reverse
acquisition method, with CDMI - Delaware being the accounting acquirer under
accounting principles generally accepted in the United States. The assets and
liabilities of the Company consist primarily of cash and accrued expenses and
are combined with those of CDMI - Delaware at historical cost. The statements of
operations subsequent to the combination will be those of the CDMI - Delaware.
At the date of the Agreement, the Company had no operations. The Company's
latest fiscal year ended February 28, 2002; CDMI - Delaware's initial fiscal
year ended October 31, 2002.

The Company is a development stage company. It recently began leasing
specialized equipment to the entertainment industry and intends to be a provider
of sound stages and production facilities to the entertainment industry
worldwide. In addition, the Company intends 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.

During fiscal 2002, the Company purchased approximately $200,000 of lighting
equipment for cash and leased the equipment under an operating lease for a five
year term to a company in which Carlos D. De Mattos is a minority shareholder. A
company controlled by Carlos D. De Mattos is the Company's principal
shareholder. A company controlled by Mr. De Mattos purchased the equipment from
an unrelated party and the Company immediately purchased the equipment from Mr.
De Mattos by reimbursing that company for the cost thereof. The lease provides
an option for the lessee to purchase the equipment at the end of the lease for
its then fair market value.

The Registrant also owns an option to acquire a 20% interest owned by Luso
American Securities (which is controlled by Carlos D. De Mattos) in the COMPLEXO
in Casais, Portugal. The option is exercisable until September 13, 2003 for an
exercise price of $100. The COMPLEXO proposes to be a state of the art
entertainment production facility in the Iberian peninsula to create television,
commercial and film products. COMPLEXO is currently involved in negotiations to
proceed with construction of its production facilities. If the Registrant
exercises its option, neither Luso American Securities nor Carlos D. De Mattos
will have any interest in the COMPLEXO. The Company has no funding commitments
to COMPLEXO.


ITEM 2. Description of Property

As of October 31, 2002, Registrant did not and currently does not own or lease
any real property. The Registrant occupies office space on a month to month
basis for $500 per month from a company controlled by Carlos D. De Mattos.

At October 31, 2002, the Company owned lighting equipment, which is being leased
to the lessor described in the preceding paragraph under an operating lease.



ITEM 3. Legal Proceedings

None


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


                                                                               4

<PAGE>


On September 13, 2002 there was a special meeting of shareholders at which
meeting the shareholders approved the Agreement.


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 6,000,000 were issued and outstanding at October 31, 2002.
On that date, the Company's common stock was held by approximately 147
beneficial owners.

To our knowledge there has been only minimal trading in the Company's common
stock for the calendar years 2000, 2001 or for the period from January 1 to
October 31, 2002. Our common stock is traded on the Over-the Counter Bulletin
Board market under the symbol "CDMP" since September 2002 and "GAMN" prior
thereto. 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
                December 31, 2000       December 31, 2001       October 31, 2002

                  High       Low        High          Low        High       Low
                  ----       ---        ----          ---        ----       ---
1st Quarter      0.01        0.01       1.75         0.34375     0.44       0.31
2nd Quarter       --          --        0.30          0.30       0.45       0.24
3rd  Quarter     0.11        0.08       0.47          0.35       0.75       0.24
4th Quarter     0.3125      0.3125      0.455         0.25       0.44       0.24

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

Since February 28, 2002 (latest fiscal year end of Gamogen) the Company made the
following sales of stock without registration under the Securities Act of 1933
(the "Securities Act").

We issued shares of the Company's common stock to the following, for the
consideration set forth below:

         1,500,000 shares of common stock to CDM Interactive, Inc. for $150,000.
         950,000 shares of common stock to Southridge Group, LLC for $95,000.
         2,169,689 shares of common stock to CDM Interactive, Inc. in exchange

for the issued and outstanding shares of the common stock of CDMI Productions,
Inc. (Delaware company).

In each of the transactions described above:

         We did not use any underwriters or brokers and we paid no commissions
or underwriting discounts.

         Wherever we received cash consideration, we used the proceeds for
working capital and other general corporate purposes.

         These transactions are exempt from registration under the Securities
Act pursuant to Section 4 (2) 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;


                                                                               5

<PAGE>


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.

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.

The present business of the Company commenced November 2001; therefore there is
no comparison of the current period's operations to a prior period.

Because the Company has no significant operations, it is restricting its
administrative costs necessary to effect corporate operations. Since October 31,
2002 the Company's officers and consultants have not received any compensation
and have continued to perform services without compensation.

Historically, the Company's primary source of liquidity has been funds raised
from capital offerings to existing shareholders and borrowings from related
parties. In fiscal 2002, the Company used $113,211 cash in operating activities
and incurred a net loss of $241,511. The Company sold common stock for $247,169
and borrowed $19,192 from related parties in 2002 to provide for the operating
cash losses and purchases of rental and other equipment.

Subsequent to October 31, 2002, the Company borrowed an aggregate of $100,000
from affiliates of each of its two principal shareholders. The Company believes
it has access to additional sources of debt to fund working capital needs
through October 31, 2003. However, there can be no assurance that additional
debt or capital resources will be available to the Company.

Critical Accounting Policies

On December 12, 2001, the Securities and Exchange Commission (SEC) issued a
financial reporting release, "Cautionary Advice Regarding Disclosure about
Critical Accounting Policies" ("FR-60"). The SEC alerted public companies to the
need for improved disclosures about critical accou8nting policies. FR-60 defines
"critical accounting policies" as those most important to the financial
statement presentation and that require the most difficult, subjective, complex
judgements. The SEC announced an expectation that public companies would provide
disclosures responsive to FR-60, including disclosures in "Management's
Discussion and Analysis, in annual reports for fiscal years ending on or after
December 31, 2001.

New Accounting Pronouncements

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


ITEM 7 - FINANCIAL STATEMENTS


                                                                               6
<PAGE>


                         REPORT OF INDEPENDENT AUDITORS



Board of Directors and Shareholders
CDMI Productions, Inc.



We have audited the accompanying consolidated balance sheet of CDMI Productions,
Inc. (a development stage company) as of October 31, 2002, and the related
consolidated statements of operations, stockholders' equity, and cash flows for
the period from November 13, 2001 (inception) to October 31, 2002. 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 audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
from material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit 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 consolidated financial position of CDMI Productions,
Inc. at October 31, 2002, and the consolidated results of its operations and its
cash flows for the period from November 13, 2001 (inception) to October 31,
2002, in conformity with accounting principles generally accepted in the United
States.

The accompanying consolidated financial statements have been prepared assuming
CDMI Productions, Inc. will continue as a going concern. As more fully described
in Note 1, the Company has incurred operating losses since inception and has a
working capital deficiency. These matters raise substantial doubt about the
Company's ability to continue as a going concern. Management's plans in regards
to these matters are more fully described in Note 1. The financial statements do
not include any adjustments to reflect the possible future effects on the
recoverability or classification of assets or the amounts and classification of
liabilities that may result from the outcome of this uncertainty.




                                                      /S/ERNST & YOUNG LLP


Los Angeles, California
December 30,  2002




                                                                               7
<PAGE>


                             CDMI Productions, Inc.
                          (A Development Stage Company)
                           Consolidated Balance Sheet
                                October 31, 2002


ASSETS
Current assets:
  Cash                                                             $  1,328
  Other current assets                                                  500
                                                                   --------
     Total current assets                                             1,828
Equipment - Note 3:
  Rental equipment                            $ 200,000
  Other equipment                                 2,313
                                              ---------
                                                202,313
  Accumulated depreciation                      (21,815)            180,498
                                              ---------            --------

Total assets                                                       $182,326
                                                                   ========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accrued liabilities                                              $ 94,389
  Advances from affiliates - Note 4                                   2,000
  Loans payable - related parties - Note 4                           17,192
                                                                   --------

Total current liabilities                                           113,581

Deferred rental income - related party                                8,596

Liabilities to be liquidated
     by issuing common stock - Note 4                                24,000

Stockholders' Equity - Note 1:
   Preferred stock, $0.01 par value -
     5,000,000 shares authorized,
      none issued and outstanding
  Common stock,  $0.01 par value,
      50,000,000 shares authorized,
       6,000,000 shares issued and
       outstanding                               60,000
  Additional paid-in capital                    217,660
  Deficit accumulated during development
     stage                                     (241,511)
                                              ---------
Total stockholders' equity                                           36,149
                                                                   --------
Total liabilities and stockholders'
  equity                                                           $182,326
                                                                   ========

See accompanying notes.



                                                                               8


<PAGE>


                             CDMI Productions, Inc.
                          (A Development Stage Company)
                      Consolidated Statement of Operations
         Period from November 13, 2001 (inception) to October 31, 2002


General and administrative expenses                             $(280,193)

Rental income - related party, net of related expense              38,682
                                                                ---------

Net loss                                                        $(241,511)
                                                                =========
Net loss per common share - basic
  and diluted                                                      $(0.09)

Weighted average common shares
  outstanding - basic and diluted                               2,648,478









See accompanying notes.



















                                                                               9









<PAGE>


                             CDMI Productions, Inc.
                          (A Development Stage Company)
                 Consolidated Statement of Stockholders' Equity


<TABLE>
<CAPTION>
                                                                                                 Deficit
                                                              Subscription                       Accumulated
                                        Common stock          Receivable from     Additional     During
                                        ------------          Stockholder for     Paid-in        Development
                                     Shares      Amount       Common Stock        Capital        Stage              Total
                                     ------      ------       ------------        -------        -----              -----
<S>                                  <C>         <C>          <C>                 <C>            <C>                <C>
Balance at  November 13, 2001
  (inception)
    Common stock subscribed for
      subscription receivable on
      November 13, 2001              2,169,689   $ 2,169       $(2,169)                                        $        --
    Cash received for subscription
       on March 26, 2002                                         2,169                                               2,169
    Sale of common stock on
       September 13, 2002            2,450,000    24,500                        $   220,500                        245,000
    Balances of
       CDMI Productions, Inc.
       (formerly Gamogen, Inc.)
       at date of merger             1,380,311    13,803                          1,612,160                      1,625,963
    Reclassification of equity
      accounts for merger                         19,528                         (1,665,491)                    (1,645,963)
    Services and loans contributed
       in excess of common stock
       issued                                                                        50,491                         50,491
   Net loss for period from
     inception (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)    $    36,149
                                     =========   =======       =======          ===========      =========     ===========
</TABLE>








See accompanying notes.














                                                                              10


<PAGE>


                             CDMI Productions, Inc.
                          (A Development Stage Company)
                      Consolidated Statement of Cash Flows
         Period from November 13, 2001 (inception) to October 31, 2002

Operating Activities:
Net loss during development stage                              $(241,511)
Adjustments to reconcile net loss to
  net cash used in operating activities:
     Depreciation                                                 21,815
     Changes in operating assets and
        Liabilities:
          Other current assets                                      (500)
          Accrued expenses                                        90,389
          Deferred rental income                                   8,596
          Liabilities payable in stock                             8,000
                                                               ---------
Net cash used in operating activities                           (113,211)
                                                               ---------

Investing Activities:
Purchase of rental and other equipment                          (202,313)
                                                               ---------
Net cash used in investing activities                           (202,313)
                                                               ---------

Financing Activities:
 Advances from affiliates                                         19,192
 Sale of common stock                                            247,169
 Services and loans contributed in excess
  Of common stock issued                                          50,491
                                                               ---------
Net cash provided by financing activities                        316,852
                                                               ---------

Net increase in cash, representing cash at end of period       $   1,328
                                                               =========







See accompanying notes.









                                                                              11


<PAGE>


                             CDMI Productions, Inc.
                          (A Development Stage Company

                   Notes to Consolidated Financial Statements


1 - ORGANIZATION AND BASIS OF PRESENTATION

CDMI Productions, Inc. (formerly Gamogen, Inc. - "Company" or "CDMI") was
incorporated on March 17, 1986 and since September 1999 had no operations. 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, 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 credited for
                  investment banking and similar services provided. 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.

         4.       The Company changed its name to CDMI Productions, Inc.

The Merger is being 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 be combined with those of CDMI Delaware at historical cost.
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. 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.

The Company is a development stage company. It recently began leasing
specialized equipment to the entertainment industry and intends to be a provider
of sound stages and production facilities to the entertainment industry
worldwide. In addition, the Company intends 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. At date of closing and at October 31, 2002 substantially all the
assets of the CDMI - Delaware consisted of such equipment.

The consolidated financial statements include the accounts of the Company and
its wholly owned subsidiaries. Intercompany balances and transactions have been
eliminated in consolidation.

The consolidated financial statements have been prepared on a going-concern
basis which contemplates the realization of assets, and the satisfaction of
liabilities in the normal course of the Company's business. The Company's
ability to continue as a going concern is dependent upon various factors
including, among others, its ability to raise additional debt or equity
financing. During the initial period ended October 31, 2002, the Company had a
net loss of $241,511 and cash deficit from operations of $113,211. The loss has
adversely effected the Company's working capital. Management has reduced its
operating costs and believes that it will be able to raise additional debt or
equity financing which will be sufficient to sustain anticipated operations
through October 31, 2003. Accordingly, the financial statements do not include
any adjustments to reflect the possible future effects on the recoverability and
classification of assets or the amount or classification of liabilities that may
result from the outcome of this uncertainty.

The Company will require substantial additional funds in order to develop and
produce motion pictures, product development, marketing and ongoing operations.
There is no assurance that such financing will be available or at terms which
the Company can meet.


                                                                              12

<PAGE>


2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


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.


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.

There were no common stock equivalents outstanding for the period November 13,
2001 (inception) to October 31, 2002. Accordingly, a reconciliation of basic to
diluted loss per share is omitted since diluted loss per share equals basic loss
per share for the period November 13, 2001 (inception) to October 31, 2002.


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 $104,000 arising
primarily from the accumulated operating loss carryforwards, 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 $260,000 expire beginning in the year 2021.


3. RENTAL AND OTHER EQUIPMENT

Rental and other equipment is stated at cost. Depreciation is provided using the
straight-line method of depreciation over the estimated useful lives of the
related assets (rental equipment - seven years and other equipment - three
years).

During fiscal 2002, the Company purchased approximately $200,000 of lighting
equipment for cash and leased the equipment under an operating lease for a five
year term (at an annual rental of $51,576) to a company in which Carlos D. De
Mattos is a minority shareholder. A company controlled by Carlos D. De Mattos is
the Company's principal shareholder. A company controlled by Mr. De Mattos
purchased the equipment from an unrelated party and the Company immediately
purchased the equipment from Mr. De Mattos by reimbursing that company for the
cost thereof. The lease provides an option for the lessee to purchase the
equipment at the end of the lease for its then fair market value.





                                                                              13


<PAGE>


4. RELATED PARTY TRANSACTIONS

The advances from affiliate and loans payable - related party are non-interest
bearing.

During the period from November 13, 2001 to October 31, 2002 the Company paid a
company controlled by Carlos De Mattos consulting fees and expenses aggregating
approximately $20,000. In addition, during this period the Company accrued
consulting fees and expenses of approximately $32,000 for Mr. De Mattos.

Liabilities to be liquidated by issuing common stock aggregate approximately
$96,000 arose from the aforementioned $32,000 and loans from related parties.
Subsequent to October 31, 2002, the Company issued an aggregate of 240,000
shares of common stock in settlement of these liabilities.

The Company rents office space on a month to month basis at $500 per month from
a company, in which an affiliate of the principal shareholder of the Company has
an interest.


5. SUBSEQUENT EVENTS (UNAUDITED)

Subsequent to October 31, 2002, the Company borrowed an aggregate of $100,000
from affiliates of each of its two principal shareholders. The funds were used
to pay accrued expenses and for additional working capital. The aggregate loans
are payable in 36 monthly installments of approximately $3,500, including
interest at an annual rate of 12%, commencing April 2003.


6.OTHER INFORMATION

Pro forma operating results, assuming that the merger discussed in Note 1 took
place at approximately November 13, 2001 would amount to:

         Rental income, net of expenses      $   38,682
         Net loss                              (411,547)

At date of merger, the assets and liabilities of CDMI Productions, Inc.
(Delaware) were approximately:

         Cash                                     $    492
         Rental and other equipment,
           net of accumulated depreciation         188,952
                                                  --------
                  Total assets                    $189,444
                                                  ========

         Accrued expenses                         $ 82,585
         Due to Gamogen                            128,000
         Due to related parties                    198,398
         Advanced rent                               8,596
                                                  --------
                  Total liabilities               $417,579
                                                  ========
         Excess of liabilities over assets        $228,135









                                                                              14


<PAGE>



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

None.


Part III

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

CDMI Productions' current directors and officers are:

         Jack Brehm (age 74). Mr. Brehm has served as the Company's Chief
Financial Officer and a Director since 1999. On September 13, 2002, Mr. Brehm
also became Chief Executive Officer. Brehm was with Ernst & Young LLP for over
35 years until his retirement as a partner of the firm in 1988. For more than
the last five years, Mr. Brehm has provided financial and business consulting
services to various entities.

         Marcos M. De Mattos (age 25). Mr. De Mattos became a director and 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 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.

         Daniel F. Eccleston (age 56). Mr. Eccleston has over 41 years of
experience as a lighting and chief technician for numerous feature film and
commercial engagements. For the last five years he was employed as a chief
lighting technician on an independent contractor basis. During that period, he
was engaged in the production of various feature length motion pictures and
television commercials.

The Company has no standing audit, nominating or compensation committee. During
the period from March 1, 2002 (end of last fiscal year of Gamogen, Inc.) to
October 31, 2002, our Board held two meetings. All Directors attended.

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 period from March 1, 2002 to October
31, 2002 all filing requirements applicable to Reporting Persons were complied
with.



                                                                              15


<PAGE>


ITEM 10-. Executive Compensation

The following table discloses the compensation paid to CDMI Productions, Inc.'s
executive officers during the period November 13, 2001 to October 31, 2002:

                  SUMMARY COMPENSATION TABLE


<TABLE>
<CAPTION>
                                                                  Awards                       Payouts
Name and                                                       Restricted Securities
Principal                                     Other            Stock      Underlying       Payments All other
Position           Salary       Bonus        Compensation      Awards     Options          Payment  Compensation
----------------------------------------------------------------------------------------------------------------
<S>                <C>                       <C>            <C>           <C>              <C>
Jack Brehm,
CEO, CFO           $18,750                    $3,000 (1)     $10,000 (2)

Dennis P.
Maguire,
President          $12,500                    $2,000 (1)

Marcos M.
De Mattos
Vice
President          $30,000                    $4,000 (1)
</TABLE>

(1)   Auto allowance.

(2)   At October 31, 2002 the Company accrued $10,000 for services payable in
100,000 shares of the Company's common stock. There was no significant trading
in the stock and the fair value was based on the price recently paid for
unregistered stock.

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.

ITEM 11. Security Ownership of Certain Beneficial Owners and Management

The persons set for the on the chart below are known to Registrant to be
beneficial owners of more than five percent of the Registrants' outstanding
common stock as of October 31, 2002. Information concerning the number and
percentage of shares of voting stock of Registrant owned on record and
beneficially by management is set forth on the chart below:


NAME AND ADDRESS             AMOUNT AND NATURE OF    PERCENT        RELATIONSHIP
OF BENEFICIAL OWNER          BENEFICIAL OWNERSHIP    OF CLASS        TO COMPANY

CDM Interactive, Inc.
3111 North Kenwood St.
Burbank, CA 91505                3,669,689             61%          Stockholder

Southridge Group, LLC
23679 Calabasas Rd. #412
Calabasas, CA 91302              1,990,100             33%          Stockholder

Jack Brehm & Gilda
Brehm Trust UA 12/3/85
19501 Greenbriar Dr.                                                CEO, CFO,
Tarzana, CA 91356                    7,500           less than 1%   Director



                                                                              16


<PAGE>



All officers and directors as a
Group (3 individuals)                7,500           less than 1%

(1) Under rules and regulations promulgated by the SEC, shares owned by CDM
Interactive, Inc. and of Southridge Group, LLC are deemed to be beneficially
owned by Mr. Yale Farar and Mr. Carlos D. De Mattos, respectively, as managers
of those entities.

ITEM 12. Certain Relationships and Related Transactions

During the period from March 1, 2002 to October 31, 2002, the Registrant
credited Southridge Group, LLC $99,251 against the note receivable and accrued
interest for investment banking and other services provided in connection with
the merger.

During the period from November 13, 2001 to October 31, 2002 the Company paid
Carlos De Mattos consulting fees and auto allowances aggregating approximately
$20,000. In addition, during this period the Company accrued consulting fees and
expenses of approximately $32,000 for Mr. De Mattos.

Liabilities to be liquidated by issuing common stock aggregate approximately
$96,000 arose from the aforementioned $32,000 and loans from related parties.
Subsequent to October 31, 2002, the Company issued an aggregate of 240,000
shares of common stock in settlement of these liabilities.

The Company rents office space on a month to month basis at $500 per month from
a company, in which an affiliate of the principal shareholder of the Company has
an interest.


















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

Form 8-K filed under date of September 13, 2002 with respect to Items 1 and 7.
Form 8-K/A amendment to Form 8-K filed September 13, 2002 with respect to Item
7.



                                                                              17


<PAGE>


ITEM 14. 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.




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/ Jack Brehm
------------------
Jack Brehm, Chief Executive Officer,
Chief Financial Officer (principal accounting officer) and Director


Dated: January 27, 2003

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/ Marcos M. De Mattos       Vice President, Director        January 27, 2003

/s/ Daniel Eccleston          Director                        January 27, 2003











                                                                              18


<PAGE>


                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

         In connection with the Annual Report of CDMI Productions, Inc. (the
"Company") on Form 10-KSB for the period ending October 31, 2002 as filed with
the Securities and Exchange Commission on the date hereof (the "Report"), I,
Jack Brehm, Chief Executive Officer and Chief Financial Officer (Principal
Accounting Officer) of the Company, certify, pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

         (1)   the Report fully complies with the requirements of Section
               13(a) or 15(d) of the Securities Exchange Act of 1934; and

         (2)   the information contained in the Report fairly presents, in
               all material respects, the financial condition and results of
               operations of the Company.

/s/   Jack Brehm

Jack Brehm
Chief Executive Officer and Chief Financial Officer (Principal Accounting
Officer) January 27, 2003


















                                                                              19


<PAGE>


                CERTIFICATION OF PRINCIPAL EXECUTIVE AND OFFICERS
                       PURSUANT TO RULES 13a-14 AND 15d-14
                   OF THE SECURITIES AND EXCHANGE ACT OF 1934


         I, Jack Brehm, Chief Executive Officer and Chief Financial Officer
(Principal Accounting Officer), certify that:

         1. I have reviewed this annual report on Form 10-KSB of CDMI
Productions, Inc.;

         2. Based on my knowledge, this annaul report does not contain any
untrue statements of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
annual report;

         3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

         4. I am the registrant's only certifying officer. I am responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

                a. designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this annual report is being prepared;

                b. evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing date of
this annual report (the "Evaluation Date"); and

                c. presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;

         5. I am the registrant's only certifying officer and I have disclosed,
based on my most recent evaluation, to the registrant's auditors and the
registrant's board of directors (or persons performing the equivalent
functions):

                a. all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

                b. any fraud, whether or not material, that involves management
or other employees who have a significant role in the registrant's internal
controls; and

         6. I am the registrant's only certifying officer and I have indicated
in this annual report whether or not there were significant changes in internal
controls or in other factors that





                                                                              20


<PAGE>


could significantly affect internal controls subsequent to the date or our most
recent evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.


/s/   Jack Brehm

Jack Brehm
Chief Executive Officer and Chief Financial Officer (Principal Accounting
Officer) January 27, 2003




















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