QSBA

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-QSB/A

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended March 31, 2004

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File No. 0-32427

CONSPIRACY ENTERTAINMENT HOLDINGS, INC.

(Exact name of Small Business Issuer as specified in its charter)

Utah		87-0386790
(State or other jurisdiction of Incorporation or organization)		(IRS Employer Identification No.)

612 Santa Monica Boulevard, Santa Monica, CA 90401

(Address of principal executive offices)

Issuer’s telephone number, including area code: (310) 260-6150

Indicate by check mark whether the Issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

The aggregate number of Issuer’s shares of Common Stock, $.001 par value, outstanding on March 31, 2004 was 30,159,546.

Transitional Small Business Disclosure Format (Check One): Yes ¨ No x

This filing is being made to correct previous financial errors only. The Financial tables and notes are only being replaced.


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CONSPIRACY ENTERTAINMENT HOLDINGS, INC.

INDEX

		Page
PART I—FINANCIAL INFORMATION

Item 1.	Financial Statements

	Condensed Balance Sheets as of March 31, 2004 (unaudited) and December 31, 2003	3


	Condensed Statements of Operations (unaudited) for the three months ended March 31, 2003 and 2004, and for the period from inception through March 31, 2004	4


	Condensed Statement of Stockholders’ Equity (Deficit) (unaudited)	5

	Condensed Statements of Cash Flows (unaudited) for the three months ended March 31, 2003 and 2004, and for the period from inception through March 31, 2004	7

	Notes to Financial Statements (unaudited)	8

Item 2.	Management’s Discussion and Analysis or Plan of Operation	9

Item 3.	Controls and Procedures	9

PART II—OTHER INFORMATION

Item 1.	Legal Proceedings	10

Item 2.	Changes in Securities	10

Item 3.	Defaults upon Senior Securities	10

Item 4.	Submission of Matters to a Vote of Security Holders	10

Item 5.	Other Information	10

Item 6.	Exhibits and Reports on Form 8-K	10

SIGNATURES		11


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PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

The condensed financial statements included herein have been prepared by Conspiracy Entertainment Holdings, Inc. (the “Company”, “Issuer”, “we”, “us”, or “our”), without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although we believe that the disclosures are adequate to make the information presented not misleading.

In our opinion, all adjustments, consisting of only normal recurring adjustments, necessary to present fairly the financial position of the Company as of March 31, 2004, and the results of our operations from January 01, 2004, through March 31, 2004 are reflected in the information furnished herein. The results of our operations for such interim period are not necessarily indicative of the results to be expected for the entire year.

Item 2.

Management’s Discussion and Analysis or Plan of Operation.

The following discussion and analysis should be read in conjunction with the financial statements and notes thereto included elsewhere in this Quarterly Report on Form 10-QSB and with the Company’s Annual Report on Form 10-KSB for the fiscal year ended December 31, 2003.

Results of Operations

For the quarter ended March 31, 2004, we had revenues of $ 422,352 and incurred $ 600,354 of cost of sales and expenses and a net loss of ($ 178,002). In the same period a year earlier we had revenues of $ 188,751 and incurred $ 594,239 of cost of sales and expenses and a net loss of ($405,488).

Plan of Operation

On May 29, 2003, we entered into a Share Exchange Agreement with Conspiracy. On August 11, 2003, the Company and Conspiracy entered into a Closing Agreement setting forth a number of conditions that needed to be satisfied or waived in order for the transactions contemplated by the Share Exchange Agreement to be consummated. Pursuant to a letter from Conspiracy to the Company dated October 7, 2003, Conspiracy acknowledged that the conditions set forth in the Closing Agreement to the closing of the transactions contemplated by the Exchange Agreement either (i) had been satisfied or (ii) were, by such letter, waived as of the date of the letter and that, from and after the date of the letter, the Share Exchange Agreement shall be deemed to have closed and be consummated as of the date of August 11, 2003. As a result of the delivery of such letter, we completed the Share Exchange with Conspiracy contemplated by the Exchange Agreement. Pursuant to the Share Exchange, we issued an aggregate of 21,552,900 shares of our common stock to the four shareholders of Conspiracy, representing approximately 71% of our issued and outstanding common stock immediately subsequent to the Share Exchange. As a result of the Share Exchange, Conspiracy became our wholly-owned subsidiary and all of our executive officers and directors were changed. Upon completion of the Share Exchange, we decided to cease other operations and only carry on the business of Conspiracy. All of our business operations are now conducted through Conspiracy.

Conspiracy develops, publishes and markets interactive entertainment software. Conspiracy currently publishes titles for many of the most popular interactive entertainment hardware platforms, such as Sony’s PlayStation, Nintendo 64 and Nintendo’s Game Boy Color and Game Boy Advance as well as the next generation hardware platforms such as Sony’s PlayStation 2, NINTENDO GAMECUBE and Microsoft’s Xbox. Conspiracy has entered into strategic license arrangements with entertainment and media companies that have developed well-known characters and brands and that are producing properties that are expected to form the basis of future products. Its agreements with licensors and developers generally require it to make advance royalty payments. The development cycle for a new title typically ranges from 12 to 18 months and products are sold to mass merchandisers and through outsourced distributors.

Our foreseeable cash requirements during the next twelve months will relate to the actual and anticipated operations and growth of the business of the Company, which we believe will require us to raise additional working capital in the next three to six months. We currently are pursuing the raising of such additional working capital, which may be in the form of loans or equity investment, but there can be no assurance that we will be able to raise or obtain such additional funds or, if so, whether such additional funds could be obtained upon terms acceptable to us.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.


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Disclosure Regarding Forward Looking Statements

This Report on Form 10-QSB contains certain statements that 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. Although the Company believes that the expectations reflected in Forward Looking Statements are reasonable, management can give no assurance that such expectations will prove to have been correct. Generally, these statements relate to business plans, projected or anticipated costs or benefits or other consequences of such plans or projections involving anticipated revenues, expenses, earnings, liquidity or indebtedness or other aspects of operating results or financial position. All phases of the operations of the Company are subject to a number of uncertainties, risks and other influences many of which are outside the control of the Company and any one of which, or a combination of which, could materially affect the results of the Company’s operations and whether the Forward Looking Statements made by the Company ultimately prove to be accurate.

Item 3.

Controls and Procedures.

The Company carried out an evaluation, under the supervision of the Company’s management, including the Company’s Chief Financial Officer and the Company’s President and Chief Executive Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as such term is 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 upon that evaluation, the Company’s President and Chief Executive Officer and its Chief Financial Officer concluded that, as of the end of such period, the Company’s disclosure controls and procedures are effective in timely alerting them to material information relating to the Company required to be included in the Company’s periodic SEC filings.

There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934.

Part II—OTHER INFORMATION

Item 1.

Legal Proceedings.

As of the date of this document, Conspiracy Entertainment has filed a lawsuit against Bravado International Group, Inc. and Cousins Entertainment, Inc. in connection with a breach of contract for the development and exploitation of a computer game.

Item 2.

Changes in Securities.

The Company’s Articles of Incorporation were amended on July 16, 2003 to effect a 350:1 reverse stock split of the issued and outstanding shares of the Company’s Common Stock, par value $0.001 per share (“Common Stock”). Pursuant thereto, each shareholder of Common Stock on such date received one share of Common Stock in replacement of each 350 shares theretofore held, (i) with stub amounts of such theretofore held shares equal to less than 350 shares being reverse-split into one whole share of Common Stock and (ii) with no holder of shares of the Common Stock on such date receiving less than 100 shares of Common Stock.

Item 3.

Defaults Upon Senior Securities.

Not applicable.

Item 4.

Submission of Matters to a Vote of Security Holders.

Not applicable.

Item 5.

Other Information.

Not applicable.


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Item 6.

Exhibits and Reports on Form 8-K.

(a) Exhibits:

31.1 Certification by Sirus Ahmadi, President and Chief Executive Officer of the Issuer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2 Certification by Keith Tanaka, Chief Financial Officer of the Issuer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1 Certification by Sirus Ahmadi, President and Chief Executive Officer of the Issuer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2 Certification by Keith Tanaka, Chief Financial Officer of the Issuer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(b) Reports on Form 8-K:

The Company filed a Current Report on Form 8-K on July 24, 2003 reporting the Company’s engagement of Chisholm and Associates as its independent accountants for the fiscal year ending June 30, 2003.

The Company filed on July 30, 2003 an amendment to its Current Report on Form 8-K filed on July 24, 2003, to include as an exhibit thereto a consent letter from its previous auditor.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Issuer has caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated: March 31, 2004

CONSPIRACY ENTERTAINMENT HOLDINGS, INC.

a Utah Corporation (Issuer)


By:		/s/ Sirus Ahmadi
		Sirus Ahmadi Chief Executive Officer and President


By:		/s/ Keith Tanaka
	Keith Tanaka Chief Financial Officer


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EXHIBIT 31


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CERTIFICATIONS PURSUANT TO SECTION 302

I, Sirus Ahmadi, Chief Executive Officer, certify that:

1. I have reviewed this Quarterly report on Form 10-QSB of March 31, 2004;

2. Based on my knowledge, this Quarterly report does not contain any untrue statement 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 Quarterly 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 Quarterly report;

4. The registrant's other certifying officers and I are 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 Quarterly 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 Quarterly report (the "Evaluation Date"); and

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

5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of 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. The registrant's other certifying officers and I have indicated in this Quarterly report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Dated: July 19, 2004

/s/Sirus Ahmadi

Sirus Ahmadi

Chief Executive Officer

CERTIFICATIONS PURSUANT TO SECTION 302

I, Kieth Tanaka, Chief Financial Officer, certify that:

1. I have reviewed this Quarterly report on Form 10-QSB of March 31, 2004;

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 Quarterly report (the "Evaluation Date"); and

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

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

Dated: July 19, 2004

/s/Kieth Tanaka

Kieth Tanaka

Chief Financial Officer


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EXHIBIT 32


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CERTIFICATION PURSUANT TO 18 U.S.C.

SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Sirus Ahmadi, Chief Executive Officer, In connection with the Quarterly Report of Conspiracy Entertainment Holdings, Inc. on Form 10-QSB for the period ending March 31, 2004 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Sirus Ahmadi, President, and Chief Executive Officer of Conspiracy Entertainment Holdings, Inc. and a member of the Board of Directors, certify, pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

(1) This 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 this report fairly presents, in all material aspects, the financial condition and results of operations of this Registrant Company.

Certification Dated: July 19, 2004

/s/Sirus Ahmadi

Sirus Ahmadi

Chief Executive Officer


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CERTIFICATION PURSUANT TO 18 U.S.C.

SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Kieth Tanaka, Chief Financial Officer, In connection with the Quarterly Report of Conspiracy Entertainment Holdings, Inc. on Form 10-QSB for the period ending March 31, 2003 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Kieth Tanaka, Secretary, Treasurer, and Chief Financial Officer of Conspiracy Entertainment Holdings, Inc. and a member of the Board of Directors, certify, pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

(1) This 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 this report fairly presents, in all material aspects, the financial condition and results of operations of this Registrant Company.

Certification Dated: July 19, 2004

/s/Kieth Tanaka

Kieth Tanaka

Chief Financial Officer


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Conspiracy Entertainment Holdings, Inc.

Consolidated Financial Statements

March 31, 2004


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Conspiracy Entertainment Holdings, Inc.

Consolidated Balance Sheets

		March 31,
		2004
ASSETS		(Unaudited)
Current Assets:
Cash	$	1,776
Accounts Receivable, net		50,000
Prepaid Expenses		11,559

Total Current Assets		63,335

Property and Equipment, Net		48,234

Other Assets:
Capitalized Development Costs and Licenses, Net		731,210
Deposits		8,025
Investments		11,272

Total Other Assets		750,507

Total Assets	$	862,076

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
Accounts Payable	$	3,271,648
Accounts Payable - Related Party		262,801
Accrued Expenses		13,094
Accrued Interest Payable		91,310
Payroll Taxes Payable		300,288
Deferred Compensation		458,574
Deferred Revenue		312,246
Lease Obligations - Current		13,427
Notes Payable		218,760

Total Current Liabilities		4,942,148

Long-Term Liabilities:
Lease Obligations - Noncurrent		22,832
Less: Current Portion		(13,427	)

Total Long-Term Liabilities		9,405

Total Liabilities		4,951,553

Stockholders' Equity:
Common Stock, 100,000,000 Shares Authorized, $.001 Par Value,
31,862,082 Shares Issued and Outstanding		31,861
Additional Paid in Capital		1,212,523
Other Comprehensive Income		(37,601	)
Retained Earnings (Deficit)		(5,296,260	)

Total Stockholders' Equity		(4,089,477	)

Total Liabilities and Stockholders' Equity	$	862,076

The accompanying notes are an integral part of these financial statements.


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Conspiracy Entertainment Holdings, Inc.

Consolidated Statements of Operations

(Unaudited)

	For the Three Months Ended
	March 31,
	2004			2003

Revenues	$	422,352		$	188,751

Cost of Sales		297,781			135,008

Gross Profit (Loss)		124,571			53,743

Operating Expenses:
Depreciation Expense		8,380			9,602
Professional Fees		45,000			23,500
Salaries & Wages		166,234			239,748
General & Administrative		96,898			185,534

Total Operating Expenses		316,512			458,385


Net Operating Income (Loss)		(191,941	)		(404,642	)

Other Income(Expense)
Interest Income		-			2
Interest Expense		(36,061	)		(848	)
Miscellaneous Income		50,000			-

Total Other Income(Expense)		13,939			(846	)

Income (Loss) Before Income Taxes		(178,002	)		(405,488	)

Income Tax Expense		-			-

Net Income (Loss)	$	(178,002	)	$	(405,488	)

Net Income (Loss) Per Share	$	(0.01	)	$	(0.01	)

Weighted Average Shares Outstanding		31,207,260			30,159,546

The accompanying notes are an integral part of these financial statements.


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Conspiracy Entertainment Corporation

Consolidated Statements of Cash Flows

(Unaudited)

		For the Three Months Ended
		March 31,
		2004			2003

Cash Flows from Operating Activities:
Net Income (Loss)	$	(178,002	)	$	(405,488	)
Adjustments to Reconcile Net Loss to Net Cash
Provided by Operations:
Depreciation & Amortization		8,380			9,602
Change in Operating Assets and Liabilities:
(Increase) Decrease in Accounts Receivable		(30,000	)		98,515
(Increase) Decrease in Prepaid Expenses		-			10,997
Increase (Decrease) in Accounts Payable and Accrued Expenses		36,735			(50,218	)
Increase (Decrease) in Deferred Revenue		43,569			280,252
Increase (Decrease) in Deferred Compensation		42,244			(14,597	)

Net Cash Provided(Used) by Operating Activities		(77,074	)		(70,937	)

Cash Flows from Investing Activities:
Payments for Development Costs and Licenses		(160,000	)		(12,470	)
Payments for Property and Equipment		-			(2,871	)

Net Cash Provided (Used) by Investing Activities		(160,000	)		(15,341	)

Cash Flows from Financing Activities:
Proceeds from Convertible Notes Payable		25,000			175,000
Proceeds from Exercise of Stock Warrant		210,000			-
Payments for Capital Leases		(2,479	)		(3,410	)
Principal Payments on Notes Payable		(38,000	)		-

Net Cash Provided (Used) by Financing Activities		194,521			171,590

Increase (Decrease) in Cash		(42,553	)		85,312

Cash and Cash Equivalents at Beginning of Period		44,329			115,994

Cash and Cash Equivalents at End of Period	$	1,776		$	201,306

Cash Paid For:
Interest	$	329		$	848

Income Taxes	$	-		$	-

The accompanying notes are an integral part of these financial statements.


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Conspiracy Entertainment Holdings, Inc.

Notes to the Consolidated Financial Statements

March 31, 2004

GENERAL

Conspiracy Entertainment Holdings, Inc. (the Company) has elected to omit substantially all footnotes to the financial statements for the three months ended March 31, 2004 since there have been no material changes (other than indicated in other footnotes) to the information previously reported by the Company in their Annual Report Form 10-KSB filed for the fiscal year ended December 31, 2003.

UNAUDITED INFORMATION

The information furnished herein was taken from the books and records of the Company without audit. However, such information reflects all adjustments which are, in the opinion of management, necessary to properly reflect the results of the interim period presented. The information presented is not necessarily indicative of the results from operations expected for the full fiscal year.

STOCKHOLDERS’ EQUITY

On March 10, 2004, the Company issued 1,492,536 shares of common stock in satisfaction of $1,000,000 in convertible notes payable. Accordingly, additional paid-in-capital has been credited $998,508.

During the quarter, shareholders of the Company exercised their stock warrants in the Company. The Company issued 210,000 shares of common stock at a exercise price of $1.00 per share. Common stock and related additional paid-in capital have been increased by $210 and $209,790, respectively.


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