UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_________________

FORM 1O-Q

_________________

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

QUARTERLY PERIOD ENDED ~~June~~September 30, 2005

o	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. 0-32029

_________________

CONCEPT DIGITAL, INC.

(Exact name of registrant as specified in its charter)

_________________

Delaware		22-3608370
(State or Other Jurisdiction of Incorporation or Organization)		(IRS Employer Identification No.)

298 Fifth Avenue

New York, NY 10001

(Address of Principal Executive Offices)

(212) 564-1600

(Issuer’s Telephone Number, Including Area Code)

Check whether the Issuer (1) filed all reports required to be filed by Section 13 or l5( 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 o

No x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.

Yes o

No x

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 39,683,381 shares of common stock were outstanding as of May 819, 2009.

CONCEPT DIGITAL, INC.

FORM 10Q

FOR THE QUARTERLY PERIOD ENDING ~~JUNE~~SEPTEMBER 30, 2005

PART I	FINANCIAL INFORMATION

Item 1.	Consolidated Financial Statements (Unaudited)
	Consolidated Balance Sheet (Unaudited)
	Consolidated Statements of Operations (Unaudited)
	Consolidated Statements of Cash Flows (Unaudited)
	Notes to Unaudited Consolidated Financial Statements

Item 2.	Management’s Discussion and Analysis and Results of Operations

Item 3.	Controls and Procedures

Part II	OTHER INFORMATION

Item 1.	Legal Proceedings

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds

Item 3.	Defaults Upon Senior Securities

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

Item 5.	Other Information

Item 6.	Exhibits and Reports of Form 8-K

Signatures

PART I - FINANCIAL INFORMATION

Forward-Looking Statements

This Form 10-Q contains “forward-looking statements” relating to Concept Digital, Inc. (the “Company”), which represent the Company’s current expectations or beliefs including, but not limited to, statements concerning the Company’s operations, performance, financial condition and growth. For this purpose, any statements contained in this Form 10-Q that are not statements of historical fact are forward-looking statements. Without limiting the generality of the foregoing, words such as “may”, “anticipation”, “intend”, “could”, “estimate”, or “continue” or the negative or other comparable terminology are intended to identify forward-looking statements. These statements by their nature involve substantial risks and uncertainties, such as losses, dependence on management, variability of quarterly results, and the ability of the Company to develop a growth strategy and compete with other companies in its industry, certain of which are beyond the Company’s control. Should one or more of these risks or uncertainties materialize or should the underlying assumptions prove incorrect, actual outcomes and results could differ materially from those indicated in the forward-looking statements.

Any forward-looking statement speaks only as of the date on which such statement is made, and the Company undertakes no obligation to update any forward-looking statement or statements to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time and it is not possible for management to predict all of such factors, nor can it assess the impact of each such factor on the business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

Item 1. Financial Statements:

BASIS OF PRESENTATION

The accompanying unaudited financial statements are presented in accordance with US generally accepted accounting principles for interim financial information and the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. The accompanying statements should be read in conjunction with the audited financial statements for the year ended ~~December~~ December 31, 2004. In the opinion of management, all adjustments (consisting only of normal occurring accruals) considered necessary in order to make the ~~financial~~ financial statements not misleading, have been included. Operating results for the six months ended ~~June~~September 30, 2005 are not necessarily indicative of results ~~that~~ that may be expected for the year ending December 31, 2005. The financial ~~statements~~ statements are presented on the accrual basis.

FINANCIAL STATEMENTS AND EXHIBITS.

For the information required by this Item, refer to the Index to Financial Statements appearing on page F-1 of the registration statement.

CONCEPT DIGITAL, INC.

(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED FINANCIAL STATEMENTS

AS OF ~~JUNE~~SEPTEMBER 30, 2005 AND DECEMBER 31, 2004

AND FOR THE ~~SIX~~NINE MONTHS ENDED ~~JUNE~~SEPTEMBER 30, ~~2005 AND 2004~~

2005 AND 2004 AND FOR THE PERIOD JANUARY 1, 2004 ~~(COMMENCEMENT OF~~

~~DEVELOPMENT~~(COMMENCEMENT ~~STAGE)~~OF ~~THROUGH~~DEVELOPMENT ~~JUNE 30, 2005~~STAGE)

THROUGH SEPTEMBER 30, 2005

CONCEPT DIGITAL, INC.

(A DEVELOPMENT STAGE COMPANY)

TABLE OF CONTENTS

	Page(s)

Consolidated balance sheets	1

Consolidated statements of operations	2

Consolidated statements of cash flows	3-4

Notes to consolidated financial statements	5

CONCEPT DIGITAL, INC.

(A Development Stage Company)

Consolidated Balance Sheets

	(Unaudited)
	June 30,			December 31,
	September 30,			December 31,
	2005			2004
ASSETS
CURRENT ASSETS:
Cash	$	~~881~~1,330		$	1,135
Accounts receivable related party		10,000			10,000
Prepaid expenses		2,~~399~~374			2,449
Total current assets		13,~~280~~704			13,584
Trade name, net of accumulated amortization of
Trade name, net of accumulated amortization
$25,000 at June 30, 2005 and
$25,000 at September 30, 2005 and
December 31, 2004		0			0
TOTAL ASSETS	$	13,~~280~~704		$	13,584
LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	~~145~~149,~~502~~475		$	137,802
Accounts payable – related party		~~219~~222,~~813~~350			214,903
Convertible note payable – related party, in default		16,953			16,953
Note payable - related party		110,000			110,000
Total current liabilities		~~492~~498,~~268~~778			479,658
STOCKHOLDERS’ DEFICIT:
Common stock, par value $.0001 per shares;
50,000,000 shares authorized; 39,683,381
shares issued and outstanding as of June 30,
shares issued and outstanding as of September 30,
2005 and December 31, 2004		3,968			3,968
Additional paid-in capital		1,488,060			1,488,060
Deficit accumulated during the development stage		(1,~~971~~977,~~016~~102	)		(1,958,102	)
Total stockholders’ deficit		(~~478~~485,~~988~~074	)		(466,074	)
TOTAL LIABILITIES AND
STOCKHOLDERS’ DEFICIT	$	13,~~280~~704		$	13,584

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

-1-

CONCEPT DIGITAL, INC.

(A Development Stage Company)

Consolidated Statements of Operations

													(Unaudited)
													For the Period
													January 1, 2004
	(Unaudited)						(Unaudited)						(commencement of development
	Six Months Ended						Three Months Ended						stage) to
	Nine Months Ended						Three Months Ended						stage) to
	June 30,						June 30,						June 30,
	September 30,						September 30,						September 30,
	2005			2004			2005			2004			2005
Revenues	$	1,~~156~~819		$	12,~~460~~007		$	~~529~~663		$	~~1,005~~547		$	34,~~882~~545
Cost of services		~~210~~215			~~680~~995			~~105~~5			315			1,~~379~~384
		946			780			424			690			2,503
		1,604			1,012			658			232			3,161
Development stage expenses
Accounting		0			1116,750			0			5,000			21,750
Legal		0			0			0			0			750
Management fee		46,~~500~~750			46,~~500~~750			2,250			2,250			1315,~~500~~750
Office		~~784~~1,053			34,~~445~~081			~~492~~269			~~995~~636			5,~~083~~352
Transfer agent fees		1,275			975			225			450			2,925
Transfer agent fee		1,727			1,425			452			450			3,377
TOTAL DEVELOPMENT STAGE EXPENSES		69,~~559~~530			2029,~~670~~006			2,~~967~~971			8,~~695~~336			4446,~~008~~979
Loss from operations		(57,~~613~~926	)		(1927,~~890~~994	)		(2,~~543~~313	)		(8,~~005~~104	)		(4143,~~505~~818	)
Corporate taxes		(~~227~~341	)		(~~353~~467	)		(~~113~~114	)		(~~112~~114	)		(~~808~~922	)
Interest expense		(710,~~074~~732	)		(69,~~461~~803	)		(3,~~577~~658	)		(3,~~267~~342	)		(2023,~~295~~953	)
NET LOSS	$	(1218,~~914~~999	)	$	(2638,~~704~~264	)	$	(6,~~233~~085	)	$	(11,~~384~~560	)	$	(6268,~~608~~693	)
NET LOSS PER COMMON SHARE
Basic and diluted	$	(0.~~0003~~0004	)	$	(0.~~0006~~0010	)	$	(0.0001	)	$	(0.0002	)
Weighted-average number of common
shares outstanding		39,683,381			39,683,381			39,683,381			39,683,381

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

-2-

CONCEPT DIGITAL, INC.

(A Development Stage Company)

Consolidated Statements of Cash Flows

							(Unaudited)
							For the Period
							January 1, 2004
	(Unaudited)						(commencement of ~~development~~Development
	Six Months Ended						stage) to
	Nine Months Ended						stage) to
	June 30,						June 30,
	September 30,						September 30,
	2005			2004			2005
OPERATING ACTIVITIES:
Net loss	$	(1218,~~914~~999	)	$	(2638,~~704~~264	)	$	(6268,~~608~~693	)
Adjustment to reconcile net loss to net cash
Adjustments to reconcile net loss to net cash
from operating activities:
flows from operating activities:
Changes in assets and liabilities:
Decrease in accounts receivable
Decrease in accounts payable
- related parties		0			34,~~244~~028			4,028
Decrease in prepaid expenses		5075			4975			~~150~~175
Increase in accounts payable		711,~~700~~672			1827,~~964~~492			4347,~~323~~295
Increase in accounts payable
- related parties		46,~~500~~750			46,~~500~~750			1315,~~500~~750
Net cash from operating activities		(664	)		53			(1,607	)
Net cash flows from operating activities		(502	)		81			(1,445	)
FINANCING ACTIVITIES:
Payments on loans payable – related party		0			(295	)		(1,220	)
Proceeds from loans payable – related party		~~410~~697			1,495			3,~~180~~467
Net cash provided by financing activities		410			1,200			1,960
Net cash flows from financing activities		697			1,200			2,247
(Decrease) increase in cash		(254	)		1,253			353
Increase in cash		195			1,281			802
Cash at beginning of period		1,135			528			528
Cash at end of period	$	~~881~~1,330		$	1,~~781~~809		$	~~881~~1,330

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

-3-

CONCEPT DIGITAL, INC.

(A Development Stage Company)

Consolidated Statements of Cash Flows

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

					(Unaudited)
					For the Period
					January 1, 2004
	(Unaudited)				(commencement of ~~development~~Development
	Six Months Ended				stage) to
	Nine Months Ended				stage) to
	June 30,				June 30,
	September 30,				September 30,
	2005		2004		2005
Supplemental cash flow information::
Interest paid	$	0	$	0	$	0
Income taxes paid	$	0	$	0	$	126

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

-4-

CONCEPT DIGITAL, INC. AND SUBSIDIARY

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

Interim Financial Information - The unaudited condensed consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. The information furnished herein reflects all adjustments (consisting of normal recurring accruals and adjustments) which are, in the opinion of management, necessary to fairly present the operating results for the respective periods. Certain information and footnote disclosures normally presented in annual consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to such rules and regulations. The condensed consolidated financial statements should be read in conjunction with the description of business and management’s plan of operations, contained in the Company’s Annual Report on Form 10-KSB for the year ended December 31, 2004. The results of operations for the ~~six~~nine ~~and three~~ months ~~ended~~September ~~June~~ 30, 2005 are not necessarily indicative of the results that may be expected for the year ending December 31, 2005, or for any future period. In the opinion of management, the accompanying consolidated financial statements of Concept Digital, Inc., contains all adjustments necessary to present fairly the Company’s financial position as of September ~~June~~ 30, 2005 and December 31, 2004, the statements of operations for the nine ~~six~~ and three months ended ~~June~~September 30, 2005 and 2004 and cash flows for the nine ~~six~~ months ended ~~June~~September 30, 2005 and September 30, 2004.

The results of operations for the nine months ended September 30, 2005 and September 30, 2004 are not necessarily indicative of the results to be expected for the full year.

The accounting policies followed by the Company are set forth in Note 3 to the Company’s financial statements included in its Annual Report on Form 10-KSB for the year ended December 31, 2004.

2. ~~RELATED~~ ~~MATTER~~LOANS PAYABLE

The loan payable of $16,953 which bears interest at 6% per annum is due to Atlas Equity Group, Inc. (“Atlas”), an entity related to the Company through common ownership. The note matured in May 2002 and is convertible into 730,468 shares of common stock at the discretion of Atlas. As of May 7, 2002 the loan was in default. Atlas has allowed the loan to continue as a demand loan accruing interest at 6% per annum. At ~~June~~ September 30, 2005, the entire balance of the note was outstanding.

-5-

CONCEPT DIGITAL, INC. AND SUBSIDIARY

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

3. DEVELOPMENT STAGE OPERATIONS AND GOING CONCERN MATTERS

The Company’s activities have been devoted to developing a business plan, and raising capital for future operations and administrative functions. The ability of the Company to achieve its business objectives is contingent upon its success in raising additional capital until adequate revenues are realized from operations.

The accompanying 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 business. As shown in the financial statements, net losses from June 15, 1999 (date of inception) to ~~June~~September 30, 2005 aggregated $(1,~~971~~977,~~018~~102). The Company’s cash flow requirements during this period have been met by contributions of capital and debt financing. No assurance can be given that these sources of financing will continue to be available. If the Company is unable to generate profits, or unable to obtain additional funds for its working capital needs, it may have to cease operations.

The financial statements do not include any adjustments relating to the recoverability and classification of assets or liabilities that might be necessary should the Company be unable to continue as a going concern.

4. CONSULTING AGREEMENT

Effective January 1, 2002, Photo America, Inc. signed an agreement with Willoughby’s, a related party through common ownership, to pay $750 per month due in quarterly installments of $2,250 in exchange for bookkeeping, secretarial and managerial services. This agreement terminates on June 30, 2006.

-6-

Item 2. Management’s Discussion and Analysis

The following plan of operation provides information which management believes is relevant to an assessment and understanding of our results of operations and financial condition. The discussion should be read along with our consolidated financial statements and notes thereto. Concept Digital Inc. is a development – stage company. Because the Company has generated nominal revenue, it intends to report its plan of operation below.

The following discussion and analysis contains forward-looking statements, which involve risks and uncertainties. The Company’s actual results may differ significantly from the results, expectations and plans discussed in these forward-looking statements.

The Company’s operations have been devoted primarily to developing a business plan and raising capital for future operations and administrative functions. The Company intends to grow through internal development, strategic alliances, and acquisitions of existing businesses. Because of uncertainties surrounding its development, the Company anticipates incurring development stage losses in the foreseeable future. The ability of the Company to achieve its business objectives is contingent upon its success in raising additional capital until adequate revenues are realized from operations.

The accompanying 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 business. As reflected in the consolidated financial statements, net losses from June 15, 1999 (date of inception) through ~~June~~September 30, 2005 aggregated $(1,~~971~~977,~~018)~~102 and raise ~~substantial~~ substantial doubt about the Company’s ability to continue as a going concern. The Company’s cash flow requirements during this period have been met by contributions of capital and debt financing, primarily from related parties. The ~~Company~~ Company anticipates that financing will be required until such time that the Company has been able to develop its own business or find an appropriate merger candidate. Currently, the Company ~~can~~cannot ~~not~~ determine when either will occur and as such the Company will need to obtain financing to cover its costs for the ~~foreseeable~~ foreseeable future. No assurance can be given that these sources of financing will continue to be available. If the Company is unable to generate profits, or unable to obtain additional funds for its working capital needs, it may have to ~~cease~~ cease operations.

CRITICAL ACCOUNTING POLICIES

Our accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States, which require our management to make estimates that affect the amounts of revenues, expenses, assets and liabilities reported. The following are critical accounting policies which are important to the portrayal of our financial condition and results of operations and which require some of management’s most difficult, subjective and complex judgments. The accounting for these matters involves the making of estimates based on current facts, circumstances and assumptions which could change in a manner that would materially affect management’s future estimates with respect to such matters. Accordingly, future reported financial conditions and results could differ materially from financial conditions and results reported based on management’s current estimates.

Income taxes:

The Company utilizes Statement of Financial Standards (“SFAS”) No. 109, “Accounting for Income Taxes”, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each period based on enacted tax laws and statutory tax rates applicable to the period in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. The accompanying consolidated financial statements have no provision for deferred assets or liabilities.

THE ~~SIX~~NINE MONTHS ENDED ~~JUNE~~SEPTEMBER 30, 2005 AND ~~JUNE~~SEPTEMBER 30, 2004

Development stage losses during the ~~six~~nine months ended ~~June~~September 30, 2005 were ($1218,~~914~~999) as compared to development stage losses during the ~~six~~nine months ended ~~June~~September 30, ~~2004~~ 2004 of ($2638,~~704~~264).

Expenses for the nine months ended September 30, 2005 were primarily management fees ($6,750), interest expense ($10,732) and transfer agent fees ($1,727).

Expenses for the nine months ended September 30, 2004 were management fees ($6,750), office expense ($4,081), interest expense of ($9,803) and accounting fees ($16,750).

-7-

~~Expenses~~THE THREE ~~for~~MONTHS ~~the~~ENDED ~~six~~SEPTEMBER ~~months ended June~~ 30, 2005 ~~were~~AND ~~primarily~~SEPTEMBER ~~management fees ($4~~30,~~500), interest~~ ~~($7,074) and transfer agent fees ($1,275).~~2004

~~Expenses~~Development ~~for~~stage losses during the ~~six~~three months ended ~~June~~September 30, ~~2004~~2005 were ~~primarily management fees~~ ($46,~~500~~085), as ~~office~~compared ~~expense~~to ~~($3,445),~~development ~~interest~~stage ~~expense~~losses ~~($6,461)~~during ~~and~~the ~~accounting~~three ~~fees~~months ended September 30, 2004 of ($11,~~750~~560).

~~THE THREE~~Expenses ~~MONTHS~~for ~~ENDED~~the ~~JUNE~~three months ended September 30, 2005 ~~AND~~were ~~JUNE~~primarily 30management fees ($2,250), ~~2004~~interest expense ($3,658) and transfer agent fee ($452).

~~Development~~Expenses ~~stage~~for ~~losses during~~ the three months ended ~~June~~March 3031, ~~2005~~2004 were primarily management fees ($62,~~233~~250), ~~as compared~~office toexpense ~~development~~($636), ~~stage~~interest ~~losses~~expense ~~during~~of ~~the three months ended June 30~~($3,342) ~~2004~~and accounting offees ($115,~~384~~000).

~~Expenses~~PERIOD ~~for~~FROM ~~the~~JANUARY ~~three months ended June 30~~1, ~~2005~~2004 ~~were primarily management fees~~ (~~$2,250),~~COMMENCEMENT ~~office~~OF ~~expense~~DEVELOPMENT ~~($492~~STAGE) ~~and~~THROUGH ~~interest~~SEPTEMBER ~~expense ($3~~30,~~577).~~ 2005

~~Expenses~~Our ~~for~~cumulative ~~the~~net ~~three~~losses ~~months~~since ~~ended~~the ~~June~~inception ~~30,~~are ~~2004~~attributable ~~were~~to ~~primarily~~the ~~management~~fact ~~fees~~that we ~~($2,250),~~have ~~office~~derived ~~expense~~little ~~($995),~~revenue ~~interest~~from ~~expense~~operations ~~($3,267)~~to ~~and~~offset ~~accounting~~out ~~fees~~business development ~~($5,000)~~expenses.

~~PERIOD~~Net loss ~~FROM~~since ~~JANUARY~~commencement 1,of ~~2004~~development stage has amounted to (~~COMMENCEMENT~~$68,693). These OFexpenses ~~DEVELOPMENT~~were ~~STAGE~~primarily office expenses ($5,352), management ~~THROUGH~~fees ~~JUNE~~($15,750), 30interest expense ($23,953) and professional fees such ~~2005~~as legal ($750) and accounting ($21,750).

Our cumulative net losses since the inception are attributable to the fact that we have derived little revenue from operations to offset our business development expenses.

Net loss since commencement of development stage has amounted to ($62,608). These expenses were primarily office expenses ($5,083), management fees ($13,500), interest expense ($20,295) and professional fees such as legal ($750) and accounting ($21,750).

Liquidity and Capital Resources

Despite capital contributions and loans from a related party, the Company continues to experience cash flow shortages that have slowed the Company’s growth.

The Company has primarily financed its activities from issuance of common stock of the Company and from a loan from Joseph Douek, (the Company’s majority shareholder). A significant portion of the funds raised from loans from related and third parties has been used to cover working capital needs.

For the ~~six~~nine months ended ~~June~~September 30, 2005 and ~~June~~September 30, 2004, we had a net loss of ($12(18,~~914~~999) and ($2638,~~704~~264) respectively. Our accumulated deficit since the date of inception is ($(1,~~971~~977,~~018~~102). Such accumulated losses have ~~resulted~~ resulted primarily from costs incurred in the development of the website, salary ~~and~~ and various professional fees.

In June 1999, the Company issued 22,000,000 common shares to the founder, in consideration for management services valued at $0.10. Joseph Douek is deemed to be a founder and affiliate of the Company.

In November and December 1999, the Company entered into a private offering of securities pursuant to Regulation D, Rule 504, promulgated by the Securities Act of 1933. Common stock was offered to accredited and non-accredited investors for cash consideration of $.10 per share. 8,350,260 shares were issued to several unaffiliated investors and the Company received net proceeds totaling approximately $786,000. That offering is now closed.

In November 1999, the Company issued 1,600,000 common shares in exchange for equipment at $.07 share to Douek Holdings Ltd., a company controlled by the Company’s majority stockholder.

In December 1999, the Company issued 350,000 common shares for services performed which was valued at $35,000.

In February 2000, the Company entered into a private offering of securities pursuant to Regulation D, Rule 504, promulgated by the Securities Act of 1933. Common stock was offered to accredited and non-accredited investors for cash consideration of $.10 per share. 200,000 shares were issued to several unaffiliated investors and the Company received net proceeds totaling approximately $20,000. That offering is now closed.

-8-

In May through October 2000, the Company entered into a private offering of securities pursuant to Regulation D, Rule 504, promulgated by the Securities Act of 1933. Common stock was offered to accredited and non-accredited investors for cash consideration of $.12 per share. 850,000 shares were issued to several unaffiliated investors. The Company received net proceeds totaling approximately $102,000. That offering is now closed.

In December 2000, the Company issued 505,000 common shares for compensation of services valued at $51,000.

In December 2000, the Company exercised 200,000 options at $.10 per share, receiving $20,000 in proceeds.

-8-

In March 2001, the Company exchanged 800,143 common shares for monies loaned by an affiliate of CDI and the Company recognized a loss of $71,000.

In June 2001, the Company issued 195,000 common shares in exchange for an advance by an unaffiliated individual and the Company recognized a loss of $17,000.

In June 2001, the Company granted as compensation for services, stock options to purchase 300,000 shares of the Company’s common stock at an exercise price of $.12 per share.

In September 2001, a company controlled by the Company’s majority stockholder, in exchange for 1,500,000 shares of the Company’s common stock (valued at $180,000), agreed to fund substantially all current sales, marketing and administrative expenses for one year. This was being amortized through September 30, 2002 and the unamortized balance was included as a component of the capital deficiency.

In September 2001, 100,000 common shares were issued in exchange for services rendered valued at $12,000.

On September 26, 2001, Photo America, Inc. merged with Concept Digital, Inc. (“CDI”) a publicly traded development stage enterprise that had 3,032,978 shares of common stock outstanding prior to the merger. Pursuant to the merger agreement, the Company acquired all of the outstanding common stock of Photo America, Inc. in exchange for 36,650,403 shares of CDI common stock. The merger has been accounted for as a recapitalization by Photo America, Inc. The equity accounts of PAI have been restated to give effect to the CDI shares issued by the PAI shareholder.

In September 2001, the Company granted as compensation for services, stock options to purchase 300,000 shares of the Company’s common stock at an exercise price of $.12 per share.

The Company continues to experience cash flow shortages and anticipates this continuing through the foreseeable future. Management believes that additional funding will be necessary in order for it to continue as a going concern. The Company is investigating several forms of private debt and/or equity financing, although there can be no assurances that the Company will be successful in procuring such financing or that it will be available on terms acceptable to the Company.

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 principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (Exchange Act), as of March 31, 2005. Based on this evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that our disclosure and controls are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Changes in internal controls

There were no changes (including corrective actions with regard to significant deficiencies or material weaknesses) in our internal controls over financial reporting that occurred during the ~~second~~third quarter of fiscal 2005 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

-9-

PART II OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities.

AThe loan payable of $16,953 which bears interest at 6% per annum is due to Atlas Equity Group, Inc. (“Atlas”), an entity related to the Company through common ownership. The note matured in May 2002 and is convertible into 730,468 shares of common stock at the discretion of Atlas. As of May 7, 2002 the loan was in default. Atlas has allowed the loan to continue as a demand loan accruing interest at 6% per annum. At ~~June~~ September 30, 2005, the entire balance of the note was outstanding.

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

None.

Item 5. Other Information

None.

Item 6. Exhibits and Reports of Form 8-K

(a) Exhibits

31.1 Certification pursuant to Section 302 of Sarbanes Oxley Act of 2002

32.1 Certification pursuant to Section 906 of Sarbanes Oxley Act of 2002

(b) Reports on Form 8-K.

None.

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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Concept Digital, Inc.
Date: May 8, 2009	By:	/s/ Joseph Douek
Date: May 19, 2009	By:	/s/ Joseph Douek
		Joseph Douek
		Chief Executive Officer
Date: May 8, 2009	By:	/s/ Joseph Douek
Date: May 19, 2009	By:	/s/ Joseph Douek
		Joseph Douek
		Chief Financial Officer

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