Sockeye 10QSB 6-30-06
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-QSB
[X]
Quarterly Report under Section 13 or 15(d) of the Securities Exchange Act of
1934 For the quarterly period ended June 30, 2006
[
]
Transition report under Section 13 or 15(d) of the Exchange Act For the
transition period from ___to___
Commission
File Number: 0-51197
SOCKEYE
SEAFOOD GROUP INC.
(Name
of
Small Business Issuer In Its Charter)
Nevada
98-0400208
(State
or
other jurisdiction (I.R.S. Employer
of
incorporation or organization Identification No.)
Suite
400 - 601 W. Broadway
Vancouver,
B.C., Canada V5Z
4C2
(604)
675-6872
(Address of principal executive
offices)
(Registrant's telephone number,
including area code)
None
Former
Name, Address and Fiscal Year, If Changed Since Last Report
Check
whether the issuer: (1) filed all reports required to be filed by Section 13
or
15(d) of the Exchange Act during the past 12 months (or for such shorter period
that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Yes X
No
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes X No
We
had a
total of 2,000,000 shares of common stock, par value $.001, issued and
outstanding at June 30, 2006.
Transitional
Small Business Disclosure Format: Yes No X
TABLE
OF CONTENTS
PART
I:
FINANCIAL INFORMATION
Item
1.
Financial
Statements.............................................................................
2
Item
2.
Management's Discussion and Analysis or Plan of Operation ...
9
Item
3.
Controls and
Procedures...................................................................
10
PART
II:
OTHER INFORMATION
Item
1A.
Risk Factors…………….………………11
Item
6.
Exhibits....................................................... 11
Signatures...............................................................
11
Note
Regarding Forward-Looking Statements
The
statements contained in this Form 10-QSB that are not purely historical are
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of
1934,as amended. These include statements about our expectations, beliefs,
intentions or strategies for the future, which are indicated by words or phrases
such as anticipate, expect, intend, plan, will, the Company believes, management
believes and similar words or phrases. The forward-looking
statements are based on our current expectations and are subject to certain
risks, uncertainties and assumptions. Our actual results could differ materially
from results anticipated in these forward-looking statements. All
forward-looking statements included in this document are based on information
available to us on the date hereof, and we assume no obligation to update any
such forward-looking statements.
Part
I - FINANCIAL INFORMATION
Item
1. Financial Statements
The
interim financial statements included herein are unaudited but reflect, in
management's opinion, all adjustments, consisting only of normal recurring
adjustments, that are necessary for a fair presentation of Registrant's
financial position and the results of our operations for the interim periods
presented. Because of the nature of our business, the results of operations
for
the three and six months ended June 30, 2006 are not necessarily indicative
of
the results that may be expected for the full fiscal year.
SOCKEYE
SEAFOOD GROUP, INC.
|
(A
Development Stage Company)
|
Balance
Sheets
|
|
|
|
|
|
|
|
ASSETS
|
|
|
|
As
of
|
|
As
of
|
|
|
|
|
June
30,
|
|
December
31,
|
|
|
|
|
2006
|
|
2005
|
|
|
|
|
|
|
|
|
|
Current
Assets
|
|
|
|
|
|
|
Cash
|
$
|
10,635
|
$
|
10,157
|
|
|
Accounts
receivable
|
|
26,915
|
|
26,915
|
|
|
|
|
|
|
|
|
|
Total
Current Assets
|
|
37,550
|
|
37,072
|
|
|
|
|
|
|
|
|
|
TOTAL
ASSETS
|
$
|
37,550
|
$
|
37,072
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES
& STOCKHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
CURRENT
LIABILITIES
|
|
|
|
|
|
|
Accounts
payable
|
$
|
89
|
$
|
89
|
|
|
Loan
payable
|
|
5,900
|
|
3,900
|
|
|
|
|
|
|
|
|
|
Total
Current Liabilities
|
|
5,989
|
|
3,989
|
|
|
|
|
|
|
|
|
|
TOTAL
LIABILITIES
|
|
5,989
|
|
3,989
|
|
|
|
|
|
|
|
|
|
Stockholders'
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
stock, ($0.001 par value, 25,000,000 shares
|
|
|
|
|
|
|
authorized;
2,000,000 shares issued and outstanding
|
|
|
|
|
|
|
as
of June 30, 2006 and December 31, 2005)
|
|
2,000
|
|
2,000
|
|
|
Additional
paid-in capital
|
|
43,000
|
|
43,000
|
|
|
Deficit
accumulated during exploration stage
|
|
(13,439)
|
|
(11,917)
|
|
|
|
|
|
|
|
|
|
Total
Stockholders' Equity
|
|
31,561
|
|
33,083
|
|
|
|
|
|
|
|
|
|
TOTAL
LIABILITIES &
|
|
|
|
|
|
|
STOCKHOLDERS'
EQUITY
|
$
|
37,550
|
$
|
37,072
|
|
The
accompanying notes are an integral part of these financial
statements.
|
(A
Development Stage Company)
|
Statements
of Operations
|
|
|
|
|
|
|
|
|
|
|
|
May
21, 2003
|
|
|
|
|
Six
Months
|
|
Six
Months
|
|
Three
Months
|
|
Three
Months
|
|
(inception)
|
|
|
|
|
Ended
|
|
Ended
|
|
Ended
|
|
Ended
|
|
through
|
|
|
|
|
June
30,
|
|
June
30,
|
|
June
30,
|
|
June
30,
|
|
June
30,
|
|
|
|
|
2006
|
|
2005
|
|
2006
|
|
2005
|
|
2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
$
|
3,822
|
$
|
7,577
|
$
|
-
|
$
|
3,600
|
$
|
68,434
|
|
|
Costs
of goods
|
|
(3,259)
|
|
(5,685)
|
|
-
|
|
(2,801)
|
|
(60,508)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross
Income
|
|
563
|
|
1,892
|
|
-
|
|
799
|
|
7,926
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
Costs
|
|
|
|
|
|
|
|
|
|
|
|
|
Administrative
Expenses
|
|
85
|
|
528
|
|
85
|
|
345
|
|
4,020
|
|
|
Professional
fees
|
|
2,000
|
|
6,500
|
|
-
|
|
1,500
|
|
17,345
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Operating Costs
|
|
2,085
|
|
7,028
|
|
85
|
|
1,845
|
|
21,365
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Income (Loss)
|
$
|
(1,523)
|
$
|
(5,136)
|
$
|
(85)
|
$
|
(1,046)
|
$
|
(13,439)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
earnings per share
|
$
|
0.00
|
$
|
0.00
|
$
|
0.00
|
$
|
0.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
average number of
|
|
|
|
|
|
|
|
|
|
|
common
shares outstanding
|
2,000,000
|
|
2,000,000
|
|
2,000,000
|
|
2,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The
accompanying notes are an integral part of these financial
statements.
SOCKEYE
SEAFOOD GROUP, INC.
|
(A
Development Stage Company)
|
Statements
of Cash Flows
|
|
|
|
|
|
|
|
|
|
|
|
May
21, 2005
|
|
|
|
|
Six
Months
|
|
Six
Months
|
|
Three
Months
|
|
Three
Months
|
|
(inception)
|
|
|
|
|
Ended
|
|
Ended
|
|
Ended
|
|
Ended
|
|
through
|
|
|
|
|
June
30,
|
|
June
30,
|
|
June
30,
|
|
June
30,
|
|
June
30,
|
|
|
|
|
2006
|
|
2005
|
|
2006
|
|
2005
|
|
2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH
FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income (loss)
|
$
|
(1,523)
|
$
|
(5,136)
|
$
|
(85)
|
$
|
(1,046)
|
$
|
(13,439)
|
|
|
Adjustments
to reconcile net income to net
|
|
|
|
|
|
|
|
|
|
|
|
|
cash
provided by (used in) operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Changes
in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
(Increase)
decrease in accounts receivable
|
|
-
|
|
(5,577)
|
|
-
|
|
(1,600)
|
|
(26,915)
|
|
|
(Increase)
decrease in deposits
|
|
-
|
|
250
|
|
-
|
|
250
|
|
-
|
|
|
(Increase)
decrease in inventory
|
|
-
|
|
2,316
|
|
-
|
|
2,801
|
|
-
|
|
|
Increase
(decrease) in accounts payable
|
|
-
|
|
(167)
|
|
-
|
|
(167)
|
|
89
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
cash provided by (used in) operating
activities
|
(1,523)
|
|
(8,313)
|
|
(85)
|
|
238
|
|
(40,265)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH
FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
cash provided by (used in) investing
activities
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH
FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds
from common stock
|
|
-
|
|
-
|
|
-
|
|
-
|
|
45,000
|
|
|
Proceeds
from loan payable
|
|
2,000
|
|
-
|
|
-
|
|
-
|
|
5,900
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
cash provided by (used in) financing
activities
|
2,000
|
|
-
|
|
-
|
|
-
|
|
50,900
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
increase (decrease) in cash
|
|
477
|
|
(8,313)
|
|
(85)
|
|
238
|
|
10,635
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
at beginning of period
|
|
10,158
|
|
8,869
|
|
10,720
|
|
318
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
at end of period
|
$
|
10,635
|
$
|
556
|
$
|
10,635
|
$
|
556
|
$
|
10,635
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL
DISCLOSURES OF CASH FLOW INFORMATION
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
paid during period for :
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income
Taxes
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
|
|
|
The
accompanying notes are an integral part of these financial
statements.
SOCKEYE
SEAFOOD GROUP, INC.
(A
Development Stage Company)
Notes
to Financial Statements
June
30, 2006
NOTE
1. ORGANIZATION AND DESCRIPTION OF BUSINESS
Sockeye
Seafood Group Inc. ("the Company") was incorporated under the laws of the State
of Nevada on May 21, 2003. The Company was formed to engage in the business
of
procuring and marketing seafood products direct from Pacific Northwest First
Nations organizations to North American and International wholesalers,
distributors, and retailers. The company has a total of 25,000,000 authorized
shares with a par value of $.001 per share and with 2,000,000 shares issued
and
outstanding as of June 30, 2006.
The
Company operations have been limited to general administrative operations,
purchasing a limited amount of sample inventory, minimal sales, establishing
its
website and is considered a development stage company in accordance with
Statement of Financial Accounting Standards No. 7.
NOTE
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a.
Basis
of Accounting
The
Company’s financial statements are prepared using the accrual method of
accounting. The Company has elected a December 31, year-end.
b.
Basic
Earnings per Share
In
February 1997, the FASB issued SFAS No. 128, “Earnings Per Share”, which
specifies the computation, presentation and disclosure requirements for earnings
(loss) per share for entities with publicly held common stock. SFAS No. 128
supersedes the provisions of APB No. 15, and requires the presentation of basic
earnings (loss) per share and diluted earnings (loss) per share. The Company
has
adopted the provisions of SFAS No. 128 effective May 21, 2005 (inception).
Basic
net
loss per share amounts is computed by dividing the net loss by the weighted
average number of common shares outstanding. Diluted earnings per share are
the
same as basic earnings per share due to the lack of dilutive items in the
Company.
c.
Cash
Equivalents
The
Company considers all highly liquid investments purchased with an original
maturity of three months or less to be cash equivalents.
SOCKEYE
SEAFOOD GROUP, INC.
(A
Development Stage Company)
Notes
to Financial Statements
June
30, 2006
NOTE
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
d.
Use
of Estimates and Assumptions
The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates. In accordance with FASB 16
all
adjustments are normal and recurring.
e.
Income
Taxes
Income
taxes are provided in accordance with Statement of Financial Accounting
Standards No. 109 (SFAS 109), Accounting for Income Taxes. A deferred tax asset
or liability is recorded for all temporary differences between financial and
tax
reporting and net operating loss carryforwards. Deferred tax expense (benefit)
results from the net change during the year of deferred tax assets and
liabilities.
Deferred
tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion of all of the deferred
tax assets will be realized. Deferred tax assets and liabilities are adjusted
for the effects of changes in tax laws and rates on the date of
enactment.
NOTE
3. GOING CONCERN
The
accompanying financial statements are presented on a going concern basis. The
Company had limited operations during the period from May 21, 2003 (inception)
to June 30, 2006 and generated a net loss of $13,440. This condition raises
substantial doubt about the Company’s ability to continue as a going concern.
Because the Company is currently in the development stage and has minimal
expenses, management believes that the company’s current cash of $10,635 is
sufficient to cover the expenses they will incur during the next twelve months
in a limited operations scenario or until they raise additional funding.
The
Company may seek additional sources of capital through the issuance of debt
or
equity financing, but there can be no assurance the Company will be successful
in accomplishing its objectives.
NOTE
4. WARRANTS AND OPTIONS
There
are
no warrants or options outstanding to acquire any additional shares of
common.
SOCKEYE
SEAFOOD GROUP, INC.
(A
Development Stage Company)
Notes
to Financial Statements
June
30, 2006
NOTE
5. RELATED PARTY TRANSACTIONS
At
of
June 30, 2006, a loan payable in the amount of $5,900 was due David Knapfel
(a
related party). As of June 30, 2006, the Company had not established any
specific repayment terms and is a non-interest bearing loan.
NOTE
6. INCOME TAXES
|
As
of June 30, 2006
|
|
|
Deferred
tax assets:
|
|
Net
operating tax carryforwards
|
$
2,016
|
Other
|
-0-
|
Gross
deferred tax assets
|
2,016
|
Valuation
allowance
|
(2,016)
|
|
|
Net
deferred tax assets
|
$
-0-
|
Realization
of deferred tax assets is dependent upon sufficient future taxable income during
the period that deductible temporary differences and carryforwards are expected
to be available to reduce taxable income. As the achievement of required future
taxable income is uncertain, the Company recorded a valuation
allowance.
NOTE
7. NET OPERATING LOSSES
As
of
June 30, 2006, the Company has a net operating loss carryforwards of
approximately $13,440. Net operating loss carryforward expires twenty years
from
the date the loss was incurred.
NOTE
8. STOCK TRANSACTIONS
Transactions,
other than employees’ stock issuance, are in accordance with paragraph 8 of SFAS
123. Thus issuances shall be accounted for based on the fair value of the
consideration received. Transactions with employees’ stock issuance are in
accordance with paragraphs (16-44) of SFAS 123. These issuances shall be
accounted for based on the fair value of the consideration received or the
fair
value of the equity instruments issued, or whichever is more readily
determinable.
In
May
2003, the company issued a total of 1,000,000 shares of $0.001 par value common
stock as founder's shares to Sheldon Goldberg and David Knapfel, both of whom
are officers and directors of our company. Each of these individuals received
500,000 shares. The shares were issued in exchange for cash in the aggregate
amount of $5,000.
SOCKEYE
SEAFOOD GROUP, INC.
(A
Development Stage Company)
Notes
to Financial Statements
June
30, 2006
OTE
8. STOCK TRANSACTIONS (Continued)
In
August
2004, the company completed an offering of shares of common stock in accordance
with Regulation D, Rule 504 of the Securities Act, and the registration by
qualification of the offering in the State of Nevada. The company sold 1,000,000
shares of common stock, par value, at a price of $0.04 per share to
approximately 29 investors. This offering was made in reliance upon an exemption
from the registration provisions of the Securities Act of 1933, as amended,
in
accordance with Regulation D, Rule 504 of the Act. The aggregate offering price
for the offering closed in August 2004 was $40,000, all of which was collected
from the offering.
As
of
June 30, 2006 the Company had 2,000,000 shares of common stock issued and
outstanding.
NOTE
9. STOCKHOLDERS’ EQUITY
The
stockholders’ equity section of the Company contains the following classes of
capital stock as of June 30, 2006:
· |
Common
stock, $ 0.001 par value: 25,000,000 shares authorized; 2,000,000
shares
issued and outstanding.
|
ITEM
2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION.
The
following discussion should be read in conjunction with the information
contained in the audited financial statements and notes thereto set forth in
our
Form 10K-SB annual report, which can be found in its entirety on the SEC website
at www.sec.gov, under our SEC File Number 0-51197.
Plan
of Operation
As
of
June 30, 2006, the Company has $10,635 cash on hand and current liabilities
of
$5,989, such liabilities consisting of loans from related parties.
The
Company feels it will not be able to satisfy its cash requirements over the
next
twelve months and shall be required to seek additional financing.
At
this
time, the Company plans to fund its financial needs through operating revenues
(which cannot be assured) and, if required, through equity private placements
of
common stock. (No plan of terms, offers or candidates have yet been established
and there can be no assurance that the company will be able to raise funds
on
terms favorable to the Company or at all.)
Over
the
next 12 months, the Company anticipates continuing its efforts to penetrate
the
Chinese and Japanese markets by utilizing Mr. Goldberg’s contacts, providing the
Company has sufficient capital.
Results
of Operations
Three
Months Ended June 30, 2006 compared to Three Months Ended June 30,
2005
We
have
no revenues for the three months ended June 30, 2006, as compared to gross
revenues of $3,600, less cost of goods sold in the amount of $2,801, for
a net
income of $799 for the three months ended June 30, 2005.
Total
operating expenses for the three months ended June 30, 2006 were $85, as
compared to total operating expenses of $1,845 for the three months ended
June
30, 2005, which consisted of $345 in general and administrative expense and
$1,500 in professional fees incurred in connection with the preparation and
filing of our periodic reports with the U.S. Securities and Exchange commission.
Net
loss
for the three months ended June 30, 2006 was $85, or $0.00 (nil) per share,
as
compared to a net loss of $1,046 or $0.00 (nil) per share, for the three
months
ended June 30, 2005. We have incurred total net losses of $13,439 for the
period
from inception on May 21, 2003 to June 30, 2006.
Liquidity
and Capital Resources
At
June
30, 2006, our sources of liquidity were $10,635 in cash in the bank and
outstanding accounts receivable for good sold and collectible in the amount
of
$26,915.
There
were no cash flows from investing or financing activities for the three month
period ended June 30, 2006.
Our
total
stockholders' equity was $31,561 at June 30, 2006.
We
do not
feel that current cash on hand will be sufficient to satisfy our cash
requirements and, if we are unable to develop and implement a profitable
business plan, we will be required to seek additional avenues to obtain the
necessary funds. We have no agreements with anyone to provide future capital
for
the Company. If our directors are unable to provide future funding, if the
need
arises, we may have to look at alternative sources of funding. We do not
have
any firm plans as to the source of this alternative funding and there is
no
assurance that such funds will be available or, that even if they are available,
that they will be available on terms that will be acceptable to us. In the
event
we are unable to secure necessary future funding, we may have to curtail
our
business or cease operations completely.
Our
auditors have expressed the opinion that in our current state, there is
substantial doubt about our ability to continue as a going concern.
In
the
next 12 months, we do not intend to spend any substantial funds on research
and
development and do not intend to purchase any major equipment.
We
do not
intend to hire any new employees during the ensuing year, unless our business
operations expand sufficiently to warrant additional staff.
There
are
no warrants or options outstanding to acquire any additional shares of common
stock.
We
do not
anticipate any material commitments for capital expenditures in the near
term.
We are not aware of any trend in our industry or capital resources which
may
have a negative impact on our income or revenues.
Off-Balance
Sheet Arrangements
We
have
no off-balance sheet arrangements or contractual or commercial
commitments.
ITEM
3. CONTROLS AND PROCEDURES
Evaluation
of Disclosure Controls and Procedures
Under
the
supervision and with the participation of our management, including our
principal executive officer and the principal financial officer, we have
conducted an evaluation of the effectiveness of the design and operation of
our
disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e)
under the Securities Exchange Act of 1934, as of the end of the period covered
by this report. Based on this evaluation, our principal executive officer and
principal financial officer concluded as of the evaluation date that our
disclosure controls and procedures were effective such
that
the material information required to be included in our Securities and Exchange
Commission reports is recorded, processed, summarized and reported within the
time periods specified in SEC rules and forms relating to our company, including
any consolidating subsidiaries, and was made known to us by others within those
entities, particularly during the period when this report was being prepared.
Additionally,
there were no significant changes in our internal controls or in other factors
that could significantly affect these controls subsequent to the evaluation
date. We have not identified any significant deficiencies or material weaknesses
in our internal controls, and therefore there were no corrective actions taken.
PART
II - OTHER INFORMATION
ITEM
1A. RISK FACTORS
In
addition to the other information set forth in this report, you should carefully
consider the risk factors discussed in "Item 6 - Risk Factors" in our Annual
Report on Form 10-K for the year ended December 31, 2005, which could materially
affect our business, financial condition or future results. These risks have
not
materially changed and are, therefore, not restated or included herein. The
risks described in our Annual Report on Form 10-K are not the only risks facing
our Company. Additional risks and uncertainties not currently known to us or
that we currently deem to be immaterial also may materially adversely affect
our
business, financial condition and/or operating results.
ITEM
6. EXHIBITS AND REPORTS ON FORM 8-K
A)
The
following exhibits, marked with an asterisk and required to be filed hereunder,
are incorporated herein by reference and can be found in their entirety in
our
original Form 10-SB Registration Statement, filed under SEC File Number 0-51197
on the SEC website at www.sec.gov:
Exhibit
No. Description
*
3(i)
Articles
of Incorporation
*
3(ii)
Bylaws
31.1 Sec.
302
Certification of Chief Executive Officer
31.2 Sec.
302
Certification of Principal Accounting Officer
32.1 Sec.
906
Certification of Chief Executive Officer
32.2 Sec.
906
Certification of Principal Accounting Officer
</TABLE>
B)
One
report on Form 8-K was filed subsequent to the period ended June 30, 2006 to
report our change in accounting firms. The Form 8-K, filed on August 11, 2006,
can be found in its entirety on the SEC website under our File Number
0-51197.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
SEAFOOD
GROUP INC., Registrant
/s/
Sheldon Goldberg
Date:
August 11, 2006
By:
Sheldon Goldberg, President, Chief Executive Officer and Director
/s/
David
F. Knapfel Date: August
11, 2006
By:
David
F. Knapfel, Treasurer, Chief Financial Officer, Treasurer and Principal
Accounting
Officer, Secretary and Director
12