Riddle Records 10QSB Quarterly report (small business)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 

FORM 10−QSB 

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

For the quarterly period ended March 31, 2006 

or

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 Number: 000−50900

RIDDLE RECORDS, INC.

(Exact name of registrant as specified in its charter)

Nevada

(State of other jurisdiction of incorporation or organization)

88−0507969

(I.R.S. Employer Identification No.)

9595 Wilshire Boulevard, Suite 700, Beverly Hills, California 90212

(Address of principal executive office)

(310) 273−2407

(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (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 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

The aggregate market value of the voting and non−voting common equity held by non−affiliates of the issuer as of March 31, 2006 cannot be determined because the issuer's common equity does not have an active trading market. There were 20,771,250 and 12,000,000 of outstanding shares of the issuer's Class A and Class B Common Stock, respectively, as of May 24, 2006.

TABLE OF CONTENTS

PART I.	FINANCIAL INFORMATION	3
ITEM 1.	FINANCIAL STATEMENTS	3
	BALANCE SHEET AS OF MARCH 31, 2006 (UNAUDITED)	3
	STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2006 AND 2005 (UNAUDITED)	4
	STATEMENTS OF OPERATIONS FOR THE NINE MONTHS ENDED MARCH 31, 2006 AND 2005 AND FOR THE PERIOD FROM INCEPTION (AUGUST 8, 2001) TO MARCH 31, 2006 (UNAUDITED).	5
	STATEMENTS OF CASH FLOW FOR THE NINE MONTHS ENDED MARCH 31, 2006 AND 2005 AND FOR THE PERIOD FROM INCEPTION (AUGUST 8, 2001) TO MARCH 31, 2006 (UNAUDITED)	6
	NOTES TO UNAUDITED FINANCIAL STATEMENTS	7
ITEM 2.	MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	13
ITEM 3.	CONTROLS AND PROCEDURES	24
PART II.	OTHER INFORMATION	25
ITEM 1.	LEGAL PROCEEDINGS	25
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	25
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	25
ITEM 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS	25
ITEM 5.	OTHER INFORMATION	25
ITEM 6.	EXHIBITS	25

ITEM 1. FINANCIAL STATEMENTS.

RIDDLE RECORDS, INC.

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEET

(UNAUDITED)

March 31, 2006 

ASSETS
CURRENT ASSETS:
Cash	$	794
Film costs		63,484
Total current assets		64,278
EQUIPMENT, net of accumulated depreciation		1,381
Total assets	$	65,659
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	97,470
Accrued interest payable		20,427
Amounts due to related parties		15,132
Notes payable - related party		13,000
Notes payable		170,000
Total current liabilities		316,029
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY (DEFICIT):
Preferred stock: 10,000,000 shares authorized,
-0- issued and outstanding		-
Class A Common Stock: 80,000,000 shares authorized,
$.001 par value, 20,771,250 issued and outstanding		20,771
Class B Common Stock: 20,000,000 shares authorized,
$.001 par value, 12,000,000 shares issued and outstanding		250
Additional paid-in-capital		33,031
Deficit accumulated during the development stage		(304,422	)
Total stockholders' equity (deficit)		(250,370	)
Total liabilities and stockholders' equity (deficit)	$	65,659

See accompanying notes to unaudited financial statements.

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RIDDLE RECORDS, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS

(UNAUDITED)

	Three Months Ended March 31,
	2006			2005
EXPENSES:
General and administrative	$	47,243		$	13,096
Depreciation and amortization		180			180
Total expenses		47,423			13,276
OTHER EXPENSE:
Loan fees		-			1,000
Interest expense		4,300			2,650
Interest expense, related party		170			220
Total other expenses		4,470			3,870
(LOSS) BEFORE INCOME TAXES		(51,893	)		(17,146	)
Provision for income taxes		-			3,044
NET (LOSS)	$	(51,893	)	$	(20,190	)
(Loss) per common share-basic and diluted	$	*		$	*
Weighted average number of shares outstanding		32,771,250			32,771,250
*Less than $0.01 per share

See accompanying notes to unaudited financial statements.

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RIDDLE RECORDS, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS

(UNAUDITED) 

		Nine Months March 31,						Inception (August 8, 2001) to March 31,
		2006			2005			2006
EXPENSES:
General and administrative	$	68,461		$	77,533		$	262,318
Depreciation and amortization		540			540			2,220
Total expenses		69,001			78,073			264,538
OTHER EXPENSE:
Loan fees		8,750			3,000			14,000
Interest expense		12,150			4,763			20,645
Interest expense, related party		190			993			1,411
Total other expenses		21,090			8,756			36,056
LOSS BEFORE INCOME TAXES		(90,091	)		(86,829	)		(300,594	)
Provision for income taxes		-			3,044			3,828
NET (LOSS)	$	(90,091	)	$	(89,873	)	$	(304,422	)
(Loss) per common share-basic and diluted	$	*		$	*
Weighted average number of shares outstanding		32,771,250			32,771,250
*Less than $0.01 per share

See accompanying notes to unaudited financial statements.

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RIDDLE RECORDS, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Nine Months Ended March 31,						Inception (August 8, 2001) to March 31,
	2006			2005			2006
CASH FLOWS FROM (TO) OPERATING ACTIVITIES:
Net loss	$	(90,091	)	$	(89,873	)	$	(304,422	)
Adjustments to reconcile net (loss) to net cash
(used in) operating activities:
Depreciation		540			540			2,220
Class A Common Stock issued for services		-			-			400
Changes in assets and liabilities:
Decrease in prepaid loan fees		3,750			3,000			-
Increase in accounts payable		45,961			26,357			114,033
Increase in accrued interest payable		12,340			5,815			16,614
Increase in amounts due to related parties		-			13,832			13,604
Net cash (used in) operating activities		(27,500	)		(40,329	)		(157,551	)
CASH FLOWS (TO) INVESTING ACTIVITIES:
Investment in film costs		(7,400	)		(30,259	)		(63,484	)
Purchase of equipment		-			-			(3,602	)
Net cash (used in) investing activities		(7,400	)		(30,259	)		(67,086	)
CASH FLOWS FROM (TO) FINANCING ACTIVITIES:
Proceeds from the sale of common shares		-			-			57,625
Payment of offering costs		-			-			(7,394	)
Proceeds from note payable		25,000			80,000			170,000
Repayment of note payable to stockholder		-			(40,500	)		(39,500	)
Proceeds from note payable from stockholder		-			30,000			44,700
Net cash provided by financing activities		25,000			69,500			225,431
NET INCREASE (DECREASE) IN CASH		(9,900	)		(1,088	)		794
CASH AT BEGINNING OF PERIOD		10,694			4,518			-
CASH AT END OF PERIOD	$	794		$	3,430		$	794

See accompanying notes to unaudited financial statements.

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RIDDLE RECORDS, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO UNAUDITED FINANCIAL STATEMENTS

NOTE 1 − BASIS OF PRESENTATION AND NATURE OF BUSINESS

Basis of Presentation

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-QSB and Item 310 of Regulation S-B. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. The accompanying unaudited financial statements reflect all adjustments that, in the opinion of management, are considered necessary for a fair presentation of the financial position, results of operations, and cash flows for the periods presented. The results of operations for such periods are not necessarily indicative of the results expected for the full fiscal year or for any future period. The accompanying unaudited financial statements should be read in conjunction with the audited financial statements of Riddle Records, Inc. included in the Form 10-KSB for the fiscal year ended June 30, 2005.

Organization and Business

Riddle Records, Inc. (the "Company") (a development stage company) was incorporated on August 8, 2001 under the laws of the State of Nevada to engage in business as an independent record label that was established to capitalize on the growth of the music industry and that of the "hip-hop" and "rap" genres in particular. The fiscal year end is June 30. The Company is considered to be in the development stage as defined in Statement of Financial Accounting Standards No. 7, Accounting and Reporting by Development Stage Enterprises.

Going Concern and Plan of Operation

The Company's financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company is in the development stage and has not earned any revenues from operations to date.

The Company is currently devoting its efforts to raising investment capital. The Company's ability to continue as a going concern is dependent upon its ability to develop additional sources of capital, and ultimately, achieve profitable operations. The accompanying financial statements do not include any adjustments that might result from the outcome of these uncertainties.

The Company entered into an agreement with NT Media Corp. of California ("NT"), a related party entity in which a director of the Company is also the president, dated July 9, 2004, wherein it agreed to pay an amount equal to all of NT's out of pocket costs associated with the project presently entitled "Rap Battle" in exchange for all of NT's rights in and to the project. The Company believes that it will be able to exploit the results and proceeds of the Project in the distribution of the "direct to DVD". The Company believes that it is too soon to project total sales related to the Project.

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RIDDLE RECORDS, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO UNAUDITED FINANCIAL STATEMENTS

NOTE 2 − SIGNIFICANT ACCOUNTING POLICIES

Recently Issued Accounting Pronouncements

In February 2006, FASB issued SFAS No. 155, "Accounting for Certain Hybrid Financial Instruments". SFAS No. 155 amends SFAS No 133, "Accounting for Derivative Instruments and Hedging Activities", and SFAS No. 140, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities". SFAS No. 155, permits fair value remeasurement for any hybrid financial instrument that contains an embedded derivative that otherwise would require bifurcation, clarifies which interest-only strips and principal-only strips are not subject to the requirements of SFAS No. 133, establishes a requirement to evaluate interest in securitized financial assets to identify interests that are freestanding derivatives or that are hybrid financial instruments that contain an embedded derivative requiring bifurcation, clarifies that concentrations of credit risk in the form of subordination are not embedded derivatives, and amends SFAS No. 140 to eliminate the prohibition on the qualifying special-purpose entity from holding a derivative financial instrument that pertains to a beneficial interest other than another derivative financial instrument. This statement is effective for all financial instruments acquired or issued after the beginning of the Company's first fiscal year that begins after September 15, 2006. Management believes that this statement will not have a significant impact on the financial statements.

In March 2006 FASB issued SFAS 156 `Accounting for Servicing of Financial Assets' this Statement amends FASB Statement No. 140, ACCOUNTING FOR TRANSFERS AND SERVICING OF FINANCIAL ASSETS AND EXTINGUISHMENTS OF LIABILITIES, with respect to the accounting for separately recognized servicing assets and servicing liabilities. This Statement:

1. Requires an entity to recognize a servicing asset or servicing liability each time it undertakes an obligation to service a financial asset by entering into a servicing contract.

2. Requires all separately recognized servicing assets and servicing liabilities to be initially measured at fair value, if practicable.

3. Permits an entity to choose `Amortization method' or Fair value measurement method' for each class of separately recognized servicing assets and servicing liabilities:

4. At its initial adoption, permits a one-time reclassification of available-for-sale securities to trading securities by entities with recognized servicing rights, without calling into question the treatment of other available-for-sale securities under Statement 115, provided that the available-for-sale securities are identified in some manner as offsetting the entity's exposure to changes in fair value of servicing assets or servicing liabilities that a servicer elects to subsequently measure at fair value.

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RIDDLE RECORDS, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO UNAUDITED FINANCIAL STATEMENTS

5. Requires separate presentation of servicing assets and servicing liabilities subsequently measured at fair value in the statement of financial position and additional disclosures for all separately recognized servicing assets and servicing liabilities.

This Statement is effective as of the beginning of the Company's first fiscal year that begins after September 15, 2006. Management believes that this statement will not have a significant impact on the financial statements.

Earnings (Loss) per Share

The Company computes earnings per common share in accordance with Statement of Financial Accounting Standards No. 128, Earnings per Share ("SFAS 128"). The Statement requires dual presentation of basic and diluted EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. Basic loss per share is computed by dividing loss available to common shareholders by the weighted average number of common shares outstanding. The computation of diluted loss per share is similar to the basic loss per share computation except the denominator is increased to include the number of additional shares that would have been outstanding if the dilutive potential common shares had been issued. In addition, the numerator is adjusted for any changes in income or loss that would result from the assumed conversions of those potential shares. As of March 31, 2006, the Company has no dilutive securities and therefore no such presentation is made.

Stock-Based Compensation

The Company accounts for its stock-based compensation in accordance with SFAS No. 123R, "Share-Based Payment, an Amendment of FASB Statement No. 123." The Company recognizes in the statement of operations the grant- date fair value of stock options and other equity-based compensation issued to employees and non-employees. To date the Company has not issued any equity instruments under its employee compensation plans.

NOTE 3 − RELATED PARTY TRANSACTIONS

During the period ended June 30, 2002, the stockholders advanced a total of $300 for the payment of operating expenses. This note was paid in full on March 31, 2004.

During the year ended June 30, 2003, the Company's President advanced $3,700 to the Company under a bridge note payable agreement due upon the sooner of April 7, 2004, or upon the Company raising additional funding of more than $50,000, with interest at a rate of 5%. In April 2004, the note was extended for six months and is payable upon the sooner of October 7, 2004 or upon the Company raising additional funds of more than $50,000. $1,700 of this note was paid on December 31, 2004 and the remaining $2,000 was paid back on January 17, 2005.

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RIDDLE RECORDS, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO UNAUDITED FINANCIAL STATEMENTS

On January 30, 2004, the Company's President advanced an additional $1,000 for the payment of operating expenses. This note was paid in full on March 31, 2004.

On June 25, 2004, the Company's President advanced $10,000 to the Company under a promissory note agreement due June 5, 2005, with interest at a rate of 9%. This note was paid on December 28, 2004.

The Company entered into an agreement with NT on July 9, 2004, wherein it agreed to pay an amount equal to all of NT's out of pocket costs associated with the project presently entitled "Rap Battle" in exchange for all of NT's rights in and to the project. The payment for the rights mentioned herein will be due not later than December 31, 2005. The Company has recorded $12,717 of related film costs. The agreement due date was verbally extended by mutual consent of the parties.

On October 29, 2004, the Company entered into a bridge loan promissory note agreement with JRT Holdings, Inc. in the amount of $10,000, interest at 9% per annum, due December 31, 2004.

On November 16, 2004, the Company entered into a bridge loan promissory note agreement with JRT Holdings, Inc. in the amount of $10,000, interest at 9% per annum, due December 31, 2004.

On December 10, 2004, the Company's President, advanced $10,000 to the Company under a promissory note due March 10, 2005, with an interest rate of 12% per annum.

On December 31, 2004, the Company entered into a bridge promissory note agreement with the Company's President and Chief Executive Officer, in the amount of $12,000, interest at 9% per annum, due June 30, 2005. This amount represents the $10,000 loaned to the Company on December 10, 2004 plus accrued interest of $800 and an additional $1,200 for extending the due date to June 30, 2005. In connection with this transaction, the officer agreed to forgive $1,700 of previous debt. The amount forgiven was credited to additional paid in capital.

On December 31, 2004, the Company entered into a promissory note agreement with JRT Holdings, Inc. in the amount of $21,000. This amount represents the $20,000 loaned to the Company from JRT Holdings, Inc. during October and November 2004 plus accrued interest of $263 and an additional $738 for extending the due date to June 30, 2005.

On January 27, 2005, the Company entered into an amendment to the bridge note dated December 31, 2004 with JRT Holdings. In consideration of JRT Holdings agreeing to reduce the amount owed them by the Company from $21,000 to $19,000, the due date was changed to January 27, 2005. This amount was paid in full by the Company on January 27, 2005. In connection with this transaction, the $2,000 of forgiven debt was credited to additional paid in capital.

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RIDDLE RECORDS, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO UNAUDITED FINANCIAL STATEMENTS

On January 27, 2005, the Company entered into an amendment to the bridge note dated December 31, 2004 with an officer of the Company. In consideration of the officer agreeing to reduce the amount owed them by the Company from $12,000 to $10,500, the due date was changed to January 27, 2005. This amount was paid in full by the Company on January 27, 2005. In connection with this transaction, the $1,500 of forgiven debt was credited to additional paid in capital.

On May 8, 2005, the Company's President, advanced $1,000 to the Company under a promissory note due June 30, 2005, with an interest rate of 9% per annum. This note was paid back on May 31, 2005.

On November 22, 2005 the Company’s president made payments on behalf of the Company in the amount of $2,000 to the Company under a promissory note due December 7, 2005, and verbally extended to a date to be mutually agreed upon by the parties, with an interest rate of 12% per annum.

On February 23, 2006 the Company’s president made payments on behalf of the Company in the amount of $500 to the Company under a promissory note due March 10, 2006, and verbally extended to a date to be mutually agreed upon by the parties, with an interest rate of 12% per annum.

On February 27, 2006 the Company’s president made payments on behalf of the Company in the amount of $10,500 to the Company under a promissory note due March 14, 2006, and verbally extended to a date to be mutually agreed upon by the parties, with an interest rate of 12% per annum.

NOTE 4 − NOTES PAYABLE

The following provides the principle terms of the outstanding debt as of March 31, 2006:

On June 5, 2004, the Company received $40,000 under a bridge note payable agreement with an unrelated party, due June 5, 2005, with interest at a rate of 10%. In connection with the note agreement, the Company paid loan fees in the amount of $4,000 to Astor capital (an entity owned by the Company's President & Secretary.) The company has not made its scheduled payments but the note has been verbally extended by mutual consent of the parties.

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RIDDLE RECORDS, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO UNAUDITED FINANCIAL STATEMENTS

On December 23, 2004, the Company received $50,000 under a promissory note agreement with an unrelated party, due June 30, 2005, with interest at a rate of 9%. On June 22, 2005 the note was amended to extend the due date until October 15, 2005. The company has not made its scheduled payments but the note has been verbally extended by mutual consent of the parties.

On January 19, 2005, the Company received $30,000 under a promissory note agreement with an unrelated party, due June 30, 2005, with interest at a rate of 9%. On June 22, 2005 the note was amended to extend the due date until October 15, 2005. The company has not made its scheduled payments but the note has been verbally extended by mutual consent of the parties.

On June 1, 2005, the Company received $25,000 under a promissory note agreement with an unrelated party, due September 30, 2005, with interest at a rate of 12% per annum. Loan fees of $5,000 are due at maturity. The Company has not made its scheduled payments but the note has been verbally extended by mutual consent of the parties.

On September 30, 2005, the Company received $25,000 under a promissory note agreement with an unrelated party, due December 30, 2005, with interest at a rate of 12%. Loan fees of $5,000 are due at maturity. The Company has not made its scheduled payments but the note has been verbally extended by mutual consent of the parties.

NOTE 5 - SUBSEQUENT EVENTS

On April 13, 2006 the Company’s president made payments on behalf of the Company in the amount of $5,178 to the Company under a promissory note due April 27, 2006, and verbally extended to a date to be mutually agreed upon by the parties, with an interest rate of 12% per annum.

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ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following discussion should be read in conjunction with our financial statements and notes thereto appearing elsewhere in this quarterly report on Form 10-QSB. This quarterly report may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements with regard to descriptions of our plans or objectives for future operations, products or services, and forecasts of our revenues, earnings or other measures of economic performance. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often include the words "believe," "expect," "anticipate," "intend," "plan," "estimate," or words of similar meaning, or future or conditional verbs such as "will," "would," "should," "could," or "may." Forward-looking statements, by their nature, are subject to risks and uncertainties. A number of factors - many of which are beyond our control - could cause actual conditions, events or results to differ significantly from those described in the forward-looking statements and reported results should not be considered an indication of our future performance.

Some of these risk factors include, among others, our ability to successfully obtain additional financing to continue future operations, our ability to continue as a going concern, our limited experience in the market as an independent record label, our ability to attract new artists to our label and maintain agreements with them, our dependence on our artists' commercial success in order to sign additional new artists, the successful promotion of our artists and the commercial success of our music offerings in order to generate revenue, competition among record labels within the music industry, the limited experience of our management team and our ability to attract and retain key personnel, our ability to develop brand identity as a record label, potential liability to third parties for music and other content that we produce and distribute, enforcement of our intellectual property rights, control of our company by our majority stockholders, and the unpredictability of our operating results and other factors could cause the price of our Class A common stock to fluctuate significantly in the future assuming the successful development of a trading market for those securities.

These risk factors are not exhaustive, and additional factors that could have an adverse effect on our business and financial performance are set forth under "Risk Factors" and elsewhere in this quarterly report. Forward-looking statements speak only as of the date they are made. We do not undertake to update forward-looking statements to reflect circumstances or events that occur after the date forward-looking statements are made.

OVERVIEW

Unless the context otherwise requires, the terms "Company," "we," "us," and "our" refer to Riddle Records, Inc., a Nevada corporation incorporated in August 2001. We file our annual report on Form 10-KSB, quarterly reports on Form 10-QSB, current reports on Form 8-K and any amendments to those reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 with the Securities and Exchange Commission ("SEC"). You can learn more about us by reviewing such filings and other information that we may file or furnish to the SEC at the SEC's website at www.sec.gov.

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We recently established our company as an independent record label to focus on signing artists in the "hip-hop" and rap genres particularly. We believe the "hip-hop" and rap genres represent a growing portion of the music industry. By identifying and representing new, high-potential artists in these categories, our primary objective will be to successfully introduce these artists to large audiences and create a loyal following from fans. As a record label, Riddle Records expects to be directly involved in every stage of developing the careers of our artists. Our plan for the next 12 months is to focus on acquiring artists as clients and developing our brand name within the music industry.

As part of our activities we have actively organized rap battles in various locations around the US. In these events various artists take part in a lyrical competition against one another and sing to a beat in front of a large audience. The artist that receives a more pronounced applause from the public is the winner and moves to the next round to compete against others. In the end there will be one winner who wins a prize. This is also an efficient mechanism for identifying new talented artists with minimal related expenses.

We had no substantial operations from inception through August 2003. In August 2003, we commenced operations as an independent record label by establishing our business model, raising initial monies through the sale of our equity securities and solidifying informal advisory agreements with a number of industry professionals who agreed to afford our company access to their existing relationships in the music and entertainment industry. We have, and intend to continue to market our business model by generally making those in the music and entertainment industries aware of the services we will provide. We have had discussions with a number of artists, but have not signed any artist as of March 31, 2006.

During the next 12 months, we plan to focus on acquiring two artists as clients and developing our brand name within the music industry. We anticipate expenditures of approximately $225,000 over the next 12 months to maintain our business. Of this amount, approximately $75,000 will be spent on general and administrative costs (which includes legal and other professional costs), and $125,000 on artist development, which includes entertainment, travel, costs to promote those artists that we engage as clients and $25,000 for consultant and advisory fees. In addition, we require approximately $183,000 to repay indebtedness in the next twelve months. Given the current lack of revenues and the lack of a client base, we will be required to rely primarily on the sale of additional equity and debt securities to fund our operations. If we raise less than $225,000, we expect to scale back our planned operations and cut back our general and administrative and artist development costs in equal proportions. To the extent we are unable to raise sufficient financing, we will not have sufficient cash to continue operations. See "Risk Factors - Risks Related to Our Financial Results.”

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We expect that our promotional efforts on behalf of our clients will primarily consist of the creation of recordings of their projects and talent typically on compact disc or online, the distribution of these recordings to the appropriate parties in the music industry, the introduction of our clients to related industry decision-makers, and the making of personal presentations on behalf of our clients to prospective interested parties. During the next 12 months, we intend to focus our efforts on two aspects of the business. The first is creating awareness within the music industry of our business. While none of our existing directors or officers has prior business experience with a record label company, these persons have arranged informal advisory arrangements with a number of industry professionals who have agreed to afford our company access to their existing relationships in the music and entertainment industry. In addition, two artist and repertoire (A&R) advisors are providing us with introductions to their contacts within the music and entertainment industry as well as scouting and identifying for us new, high-potential artists performing at showcases, clubs and other small venues. These A&R advisors are providing their services with the understanding that if we sign any artists that they introduce to us, they will receive compensation at a negotiated royalty rate on future sales of those artists' products. We have and intend to continue to market our business by generally making those in the music and entertainment industry aware of the services we will provide. Our marketing efforts undertaken to date include generating interest in our record label by word-of-mouth and distributing business cards and other promotional materials and at concerts and other music events, as well as, networking with other professionals at courses, seminars and other music and entertainment industry gatherings.

Our goal is to build a database of industry participants through these advisory relationships and to thereafter build upon that database through referrals from existing contacts. After our initial marketing campaign, we anticipate that further marketing of our company will be conducted almost exclusively through word-of-mouth, as well as the successful distribution of our project "Rap Battle." During our first year of operations, we intend to start identifying clients that show promise but require our services to move forward, and clients that we determine are likely to generate recurring revenues. We intend to derive these initial clients from that pool of industry referrals and relationships referenced above. Following that, we anticipate using these initial clients to generate sufficient revenue to maintain our operating expenses. Our main focus is the production of additional editions and commencing the distribution of our first project, "Rap Battle."

We entered into an agreement dated July 9, 2004 with NT Media Corp. of California ("NT"), a related party entity in which one of our directors is also a director, wherein we agreed to pay an amount equal to all of NT's out of pocket costs associated with a project presently entitled "Rap Battle" in exchange for all of NT's rights in and to the project. The payment for the rights mentioned herein will be due not later than December 31, 2005. The agreement due date has been verbally extended by mutual consent of the parties. We have recorded $63,484 of related film costs. We believe that we will be able to exploit the results and proceeds of this project in the distribution of the "direct to DVD". We have produced 4 volumes of “Rap Battle” and are currently negotiating with a third party distributor to distribute "Rap Battle" through its distribution channels.

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RESULTS OF OPERATIONS

We are a development stage company. We have not generated any revenue since inception through March 31, 2006. Operating expenses from inception through March 31, 2006 is comprised of general and administrative fees of $262,318, and depreciation expenses of $2,220. We had a net loss for the period from inception through March 31, 2006 of $304,422.

LIQUIDITY AND CAPITAL RESOURCES

We are not engaged in a capital-intensive business. Our costs are primarily incurred by the business development costs, travel and entertainment related to our business operations, and business overhead normal to an independent record label business. We have generated a net amount of $50,231 as of March 31, 2006 through the private sales of restricted Class A common stock to 28 accredited investors. As of March 31, 2006, we have outstanding loans from unrelated parties in the amount of $170,000. During June 2004, our company received $40,000 under a bridge note payable agreement, due June 5, 2005, with interest at a rate of 10%. On December 23, 2004, our company received $50,000 under a promissory note agreement with an unrelated party, with interest at 9%, due June 30, 2005. On January 19, 2005, our company received $30,000 under a promissory note agreement with an unrelated party, with interest at 9%, due June 30, 2005. On June 1, 2005, our company received $25,000 under a promissory note agreement with an unrelated party, with interest at 12%, due September 30, 2005. On September 30, 2005, our Company received $25,000 under a promissory note agreement with an unrelated party, with interest at 12%, due December 30, 2005. As of March 31, 2006, we had $794 in available cash. We will need to raise additional funds in order to satisfy our future liquidity requirements, including working capital to fund the cash requirements of our company as well as expand our business during the next 12 months and capital expenditures that relate to the organization of our company. It is unlikely that we will be able to generate sufficient cash flows from operations to meet any cash requirements during the next 12 months or to meet our anticipated needs for working capital and capital expenditures thereafter. It is likely that we will seek to meet these liquidity requirements through public or private equity offerings or debt financings.

We may be unable to obtain any required additional financing on terms favorable to us, if at all. If adequate funds are not available on acceptable terms, we will be unable to fund our expansion, successfully promote our brand, sign and develop any artists and promote and produce any signed artists, respond to competitive pressures or take advantage of acquisition opportunities, any of which would have a material adverse effect on our business. If we raise additional funds through the issuance of equity securities, our stockholders may experience dilution of their ownership interest, and the newly-issued securities may have rights superior to those of our Class A common stock. If we raise additional funds by issuing debt, we may be subject to limitations on our operations, including limitations on the payment of dividends. There can be no assurances that we will be able to secure additional financing, or obtain favorable terms on such financing if it is available. Continued negative cash flows create substantial doubt about our ability to fully implement our operating plan and we may have to reduce the scope of our planned operations, which may jeopardize our ability to continue our business. If cash and cash equivalents, together with any cash generated from operations, are insufficient to satisfy our liquidity requirements, we will not have sufficient resources to continue operations.

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RISK FACTORS

In addition to the other information in this quarterly report on Form 10-QSB, the following factors should be considered in evaluating us and our business.

RISKS RELATED TO OUR FINANCIAL RESULTS

If we are unable to successfully obtain additional financing we will not have sufficient cash to continue operations.

As of March 31, 2006, we had $794 in available cash. We will need to raise additional funds in order to satisfy our future liquidity requirements, including working capital to fund the cash requirements of our company as well as expand our business during the next 12 months and capital expenditures that relate to the organization of our company. It is unlikely that we will be able to generate sufficient cash flows from operations to meet any unexpected cash requirements during the next 12 months or to meet our anticipated needs for working capital and capital expenditures thereafter. It is likely that we will seek to meet these liquidity requirements through public or private equity offerings or debt financings.

Current market conditions present uncertainty as to our ability to secure additional financing. There can be no assurances that we will be able to secure additional financing, or obtain favorable terms on such financing if it is available, or as to our ability to achieve positive cash flow from operations. Continued negative cash flows create substantial doubt about our ability to implement our operating plan and we may have to reduce the scope of our planned operations. If cash and cash equivalents, together with cash generated from operations, if any, are insufficient to satisfy our liquidity requirements, we will not have sufficient resources to continue operations. We have experienced operating losses since our inception and our independent auditors report expresses substantial doubt concerning our ability to continue operations as a going concern.

We have earned no revenue since our inception and have incurred a net loss of $304,422 from inception through March 31, 2006. We expect to continue to incur substantial losses and may not generate significant revenue, if any, for the immediate future. Our independent auditors report, dated October 25, 2005, includes an explanatory paragraph expressing substantial doubt as to our ability to continue as a going concern due to the fact that we are in the development stage and have not commenced operations. Our ability to continue as a going concern prior to the generation of significant revenue is dependent upon obtaining additional financing for our planned operations. If we fail to generate enough working capital, either from future equity or debt sales or revenue from operations, our ability to expand and complete our business plan will be materially affected, and you may lose all or substantially all of your investment. It is difficult to evaluate our business and prospects because we have a limited operating history.

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Although we were incorporated in August 2001, we are a development stage company and have had no significant operations to date. Because we have a limited operating history, it is difficult to accurately predict whether and when we will generate any revenue or to evaluate our future prospects and an investment in our Class A common stock. Our prospects are uncertain and must be considered in light of the risks, expenses and difficulties frequently encountered by independent record labels in the early stages of development. Our operating results may prove unpredictable, and, if a market for our Class A common stock develops, our Class A common stock price may decrease or fluctuate significantly.

Our operating results are likely to fluctuate significantly in the future due to a variety of factors, many of which are outside of our control. If a market for our Class A common stock develops and our operating results fluctuate negatively in any future period, the trading price of our Class A common stock may fall significantly. Factors that may cause our operating results to fluctuate significantly include the following:

·   our ability to generate enough working capital from future equity sales;

·   our ability to recruit and retain new artists;

·   the level of commercial acceptance by the public of the music offerings of our artists;

·   the long-term commercial success of our artists and their songs with the public;

·   the timing and success of our promotions of our artists;

·   fluctuations in the levels of consumer purchasing activity relating to the purchase of recorded music;

·   the level of commercial success achieved by new music and new music products introduced by us or by our competitors;

·   our ability to enter into joint venture distribution and promotion agreements, which reduce our risk in investing in new unproven artists;

·   fluctuations in the demand for recorded music sales and products associated with music and other entertainment events;

·   extensive competition in the music industry, including direct competition for talent from major recording labels, substantially all of which have significantly greater capital resources and infrastructure than we have;

·   the general threat to the music industry posed by the dissemination of free music over the internet;

·   the amount and timing of operating costs and capital expenditures relating to expansion of our business, operations and infrastructure; and

·   general economic conditions and economic conditions specific to the music industry.

We expect that we will experience seasonality in our business, reflecting traditional retail seasonality patterns affecting sales of recorded music. Sales in the traditional retail music industry are significantly higher in the fourth calendar quarter of each year than in the preceding three quarters. However, to date, our limited operating history makes it difficult to ascertain the effects of seasonality on our business.

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RISKS RELATED TO OUR BUSINESS

We are a development stage independent record label with no experience in the market, and failure to successfully compensate for this inexperience may adversely impact our ability to successfully generate revenue. We operate as an independent record label with no substantial tangible assets in a highly competitive industry. Our management has no significant experience in managing an independent record label. We have little operating history, no client base and no revenue to date. This makes it difficult to evaluate our future performance and prospects. Our prospectus must be considered in light of the risks, expenses, delays and difficulties frequently encountered in establishing a new business in an emerging and evolving industry characterized by intense competition, including:

·   our business model and strategy are still evolving and are continually being reviewed and revised;

·   we may not be able to raise the capital required to develop our initial client base and reputation;

·   we may not be able to successfully implement our business model and strategy;

·   our management has not worked together for very long.

We cannot be sure that we will be successful in meeting these challenges and addressing these risks and uncertainties. If we are unable to do so, our business will not be successful and the value of your investment in our company will decline. If we are initially unable to attract new artists to our label, we will not succeed in our business plan, and even if we are initially able to attract new artists, we will be dependent on their success with us to sign additional new artists.

We have not signed any artists and may not be successful in signing any artists. In order to attract and sign our initial artists, we will need to overcome the fact that we are a start-up independent record label with no experience in the industry. Artists may be unwilling to be associated with our company because of our lack of expertise and lack of brand name. Even if we do attract initial artists, in order for us to sign additional new artists, any principal artists that we initially sign must remain with us, become popular with our customers and thereafter sustain their popularity. In order to retain initial artists that we have signed, we will need to raise sufficient funds to meet our anticipated needs for working capital and capital expenditures, and we will need to overcome increased competition from other labels. Our business would be adversely affected by:

·   our inability to recruit new artists with commercial promise and to enter into production and promotional agreements with them;

·   the loss of popularity of any artists that we may sign;

·   our inability to maintain relationships with and retain any artists that we may initially sign;

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·   non-renewals of current agreements with any artists that we may sign; and

·   poor performance or negative publicity of any artists that we may sign.

If we are not successful in promoting any artists that we may sign and in retaining those artists that we successfully promote, we will be unable to generate steady and ongoing revenues.

We expect that any future revenues will be primarily derived from a specified percentage of the income generated by any artists that we may sign so, to operate successfully, we must attract and retain highly qualified artists as clients. We face intense competition for qualified personnel in the entertainment industries, and any clients that we may sign will face intense competition in achieving success and steady income generation in these industries. If we are unable to successfully promote our clients, we will not generate revenues. Furthermore, upon the expiration of an artist's recording agreement with us, if we are unable to re-sign and retain the artist, we would not necessarily earn any revenues from recordings, tours or other commercial properties that we have not produced during the term of our relationship with the artist. If our music offerings are not commercially successful, we will be unable to successfully generate revenue.

We expect a significant amount of our revenue to come from the production and distribution of records, as well as the use of our artists' music in feature films and television programs. The success of these music offerings depends primarily upon their acceptance by the public, which is difficult to predict. The commercial success of a record, feature film or television program depends on consumer taste, the quality and acceptance of competing offerings released into the marketplace at or near the same time, the availability of alternative forms of entertainment and leisure time activities, general economic conditions and other tangible and intangible factors, all of which can change quickly. Because we expect the popularity of our music offerings to be a significant factor driving the growth of our company, if we fail to produce records with broad consumer appeal, we will be unable to successfully generate revenue. The music industry is extremely competitive and we may not be able to compete successfully against other record labels, both large and small, for both artists and the public's attention.

The market for the promotion and distribution of music is extremely competitive and rapidly changing. We currently and in the future face competitive pressures from numerous actual and potential competitors. Many of our current and potential competitors in the recorded music business have more substantial competitive advantages than we have, including:

·   longer operating histories;

·   significantly greater financial, technical and marketing resources;

·   greater brand name recognition;

·   better distribution channels;

·   larger client bases of artists; and

·   more popular content or artists.

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Our competitors may be able to respond more quickly to new or emerging technologies and changes in the public's musical tastes and devote greater resources to identify, develop and promote artists, and distribute and sell their music offerings than we can. Furthermore, historically, when recording artists have achieved substantial commercial success they have sought to renegotiate the terms of their recording agreements, or we may lose these artists to those competitors of ours who offer recording agreements with more favorable terms. Our success depends in large part on our current key personnel and our ability to attract and retain additional key personnel, which we may or may not be able to do.

Our success depends to some extent on the skills, experience and reputation of our president, Jacques Tizabi and our director, Ali Moussavi, and the contacts that they each have with a number of music and entertainment industry professionals. Additionally, we hope to attract additional key personnel who can contribute to our success in various ways. The loss or unavailability of either Messrs. Tizabi or Moussavi for an extended period of time, and/or our inability to attract additional key personnel could have a material adverse effect on our ability to conduct our business. We do not have any employment agreements with any of our officers, directors or employees. The members of our management team have limited experience in leadership roles in the music industry or in a public company and may be unable to successfully lead us to profitability.

We cannot assure you that our management team will be able to successfully lead an independent record label. Our officers have limited significant experience in this industry. We have not signed any artists and may not be successful in signing any. The failure of our management team to adequately handle these challenges would have a material adverse effect on our ability to conduct our business. Unless our artists develop a strong brand identity, our business may not grow and our financial results may suffer.

We believe that historical growth and brand recognition are important factors not only in persuading artists to choose us as their record label, but also in our ability to effectively utilize the dominant marketing resources in the music industry (radio, public relations, trade publications, etc.). We believe that our ability to promote and strengthen our brand will be critical to attracting artists and achieving widespread acceptance of their music. However, brand promotion activities may not yield revenues, and even if they do, any such revenues may not offset the expenses we incur in building our brand. We may be liable to third parties for music and other content that is on the compact discs we will produce and distribute. We may be liable to third parties for the content on the compact discs that we expect to distribute:

·   if the music, text, graphics, or other content on our compact discs violates their copyright, trademark, or other intellectual property rights;

·   if our artists violate their contractual obligations to others by providing content on our compact discs; or

·   if anything on our compact discs is deemed obscene, indecent or defamatory.

We will attempt to minimize these types of liability by requiring representations and warranties relating to our artists' ownership of and rights to distribute and submit their music and by taking related measures to review content on our compact discs. However, alleged liability could harm our business by damaging our reputation, requiring us to incur legal costs in defense, exposing us to awards of damages and costs and diverting management's attention away from our business.

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If we have difficulty enforcing our intellectual property rights our future profitability may suffer. The decreasing cost of electronic equipment and related technology has made it easier to create unauthorized versions of audio and audiovisual products such as compact discs, videotapes and DVDs. A substantial portion of our revenue is expected to come from the sale of audio and audiovisual products potentially subject to unauthorized copying. Similarly, advances in Internet technology have increasingly made it possible for computer users to share audio and audiovisual information without the permission of the copyright owners and without paying royalties to holders of applicable intellectual property or other rights. While we do not currently hold any intellectual property rights, intellectual property rights to information that are expected to represent a substantial portion of our market value may be subject to widespread, uncompensated dissemination on the Internet. If we fail to obtain appropriate relief through the judicial process or the complete enforcement of judicial decisions issued in our favor, or if we fail to develop effective means of protecting our intellectual property or entertainment-related products and services, our future profitability may suffer.

RISKS RELATED TO OUR CAPITAL STRUCTURE

The control by our majority stockholders, and their disparate voting rights, may make certain transactions impossible without the approval of these majority stockholders. We are controlled by Jacques Tizabi and Ali Moussavi, who beneficially own 57.8% of our Class A common stock and 100% of our outstanding Class B common stock (or approximately 73.2% of our outstanding capital stock). The holders of Class A common stock and Class B common stock have identical rights except that holders of Class A common stock are entitled to one vote per share while holders of Class B common stock are entitled to ten votes per share on all matters submitted to a vote of the stockholders. As a result, Messrs. Tizabi and Moussavi hold approximately 93.8% of the aggregate number of votes eligible to be cast by our stockholders. Therefore, Messrs. Tizabi and Moussavi will be able to control substantially all matters requiring approval by our stockholders, including the election of directors and the approval of mergers or other business combination transactions, and will also have control over our management and affairs. As a result of such control, certain transactions may not be possible without the approval of Messrs. Tizabi and Moussavi, including proxy contests, tender offers, open market purchase programs or other transactions that could give our stockholders the opportunity to realize a premium over the then-prevailing market prices for their shares of Class A common stock.

The differential in the voting rights could adversely affect the value of the Class A common stock to the extent that investors or any potential future purchaser of our company view the superior voting rights of the Class B common stock to have value. Some provisions of our certificate of incorporation and bylaws may deter takeover attempts, which may limit the opportunity of our stockholders to sell their shares at a favorable price. Some of the provisions of our certificate of incorporation and bylaws could make it more difficult for a third party to acquire us, even if doing so might be beneficial to our stockholders by providing them with the opportunity to sell their shares possibly at a premium over the then market price. For example, our certificate of incorporation, as amended, authorizes the board of directors to issue up to 10,000,000 shares of preferred stock. The preferred stock may be issued in one or more series, the terms of which may be determined at the time of issuance by our board of directors without further action by the stockholders. These terms may include voting rights including the right to vote as a series on particular matters, preferences as to dividends and liquidation, conversion rights, redemption rights and sinking fund provisions. No shares of preferred stock are outstanding or will be outstanding upon the closing of this offering and we have no present plans for the issuance of any preferred stock. The issuance of any preferred stock, however, could diminish the rights of holders of our Class A common stock, and therefore could reduce the value of our common stock. In addition, specific rights granted to future holders of preferred stock could be used to restrict our ability to merge with, or sell assets to, a third party. The ability of our board of directors to issue preferred stock could make it more difficult, delay, discourage, prevent or make it more costly to acquire or effect a change in control, thereby preserving the current stockholders' control.

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In addition, Messrs. Tizabi's and Moussavi's substantial beneficial ownership position, together with the authorization of preferred stock, the disparate voting rights between the Class A and Class B common stock, and the lack of cumulative voting in our certificate of incorporation and bylaws, may have the effect of delaying, deferring or preventing a change in control of our company, may discourage bids for our Class A common stock at a premium over the market price of the Class A common stock and may adversely affect the market price of our Class A common stock.

RISKS RELATED TO OUR CLASS A COMMON STOCK

Our Class A common stock has never been traded, and assuming a trading market develops in the future, prices for our Class A common stock may decline and investors may have difficulty selling their securities. There is no public market for our Class A common stock and we cannot assure you that a market will develop or that any stockholder will be able to liquidate his investment without considerable delay, if at all. We cannot assure you that any brokerage firm will act as a market maker of our securities. A trading market may not develop in the future, and if one does develop, it may not be sustained. If an active trading market does develop, the market price of our Class A common stock is likely to be highly volatile due to, among other things, the nature of our business and because we are a new public company with a limited operating history. The market price of our Class A common stock may also fluctuate significantly in response to the following factors, most of which are beyond our control:

·   variations in our quarterly operating results;

·   changes in securities analysts estimates of our financial performance;

·   changes in general economic conditions and in the music retailing industry;

·   changes in market valuations of similar companies;

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·   announcements by us or our competitors of significant new contracts with artists, acquisitions, strategic partnerships or joint ventures, or capital commitments;

·   loss of a major artist, partner or joint venture participant or the failure to effectively exploit the catalogs of our musicians; and

·   the addition or loss of key managerial and creative personnel.

The equity markets have, on occasion, experienced significant price and volume fluctuations that have affected the market prices for many companies' securities and that have often been unrelated to the operating performance of these companies. Any such fluctuations may adversely affect the market price of our Class A common stock, regardless of our actual operating performance. As a result, stockholders may be unable to sell their shares, or may be forced to sell them at a loss. There are a substantial number of shares eligible for future sale which could adversely affect the price of our Class A common stock.

The sales of substantial amounts of our Class A common stock in the public market or the prospect of such sales could materially and adversely affect the market price of our Class A common stock.

Jacques Tizabi and Ali Moussavi, who each beneficially own 6,000,000 shares of our Class A common stock and 6,000,000 shares of our Class B common stock, have received certain registration rights to sell shares of Class A common stock held by them and issuable upon conversion of their shares of Class B common stock in the public market. We also intend to register the shares of our Class A common stock reserved for issuance pursuant to our Stock Option Plan.

We do not intend to pay dividends to our stockholders, so you will not receive any return on your investment in our company prior to selling your interest in Riddle Records. We have never paid any dividends to our stockholders. We currently intend to retain any future earnings for funding growth and, therefore, do not expect to pay any dividends in the foreseeable future. If we determine that we will pay dividends to the holders of our Class A common stock, we cannot assure that such dividends will be paid on a timely basis. As a result, you will not receive any return on your investment prior to selling your shares in our company.

ITEM 3. CONTROLS AND PROCEDURES

(a)Evaluation of disclosure controls and procedures

The term "disclosure controls and procedures" refers to the controls and procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files the Securities Exchange Act of 1934 (the "Exchange Act") is recorded, processed, summarized and reported within required time periods. As of the end of the period covered by this quarterly report on Form 10−QSB (the "Evaluation Date"), we carried out an evaluation under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer of the effectiveness of our disclosure controls and procedures. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the Evaluation Date, such controls and procedures were effective in ensuring that required information will be disclosed on a timely basis in our periodic reports filed under the Exchange Act.

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(b)Changes in internal control over financial reporting

Based on the evaluation of our management as required by paragraph (d) of Rule 13a−15 of 15d−15 of the Exchange Act, we believe that there were no changes in our internal control over financial reporting that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1: LEGAL PROCEEDINGS

We are not a party to any material legal proceedings with respect to us or any of our properties.

ITEM 2: UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3: DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

ITEM 5: OTHER INFORMATION

None.

ITEM 6: EXHIBITS

(a) Exhibits

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Exhibit Number	Description
31.1	Certification of Chief Executive Officer pursuant to Item 601(b)(31) of Regulation S−B, as adopted pursuant to Section 302 of the Sarbanes−Oxley Act of 2002.
31.2	Certification of Chief Financial Officer pursuant to Item 601(b)(31) of Regulation S−B, as adopted pursuant to Section 302 of the Sarbanes−Oxley Act of 2002.
32.1	Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes−Oxley Act of 2002.*

* This exhibit shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.

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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.

RIDDLE RECORDS, INC.

/s/ Jacques Tizabi

Jacques Tizabi

Chief Executive Officer (Principal Executive Officer)
 

Date: 

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