                   SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C.  20549

                              FORM  10-K
(Mark One)
[ X ]	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
      SECURITIES EXCHANGE ACT OF 1934  [FEE REQUIRED]
         For the fiscal year ended December 31, 2005
OR
[   ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
      SECURITIES EXCHANGE ACT OF 1934  [NO FEE REQUIRED]
         For the transition period from        to

                  Commission file number:   0-14675

               CAMERA PLATFORMS INTERNATIONAL, INC.
     (Exact name of registrant as specified in its charter)

            Delaware                                95-4024550
 (State or other jurisdiction of                (I.R.S.  Employer
  incorporation or organization)               Identification No.)

           10909 Vanowen Street, North Hollywood, California 91605
            (Address of principal executive offices)   (Zip Code)
     Registrant's telephone number, including area code:   (818) 623-1700
        Securities registered pursuant to Section 12(b) of the Act:
                                   None
      Securities registered pursuant to Section 12(g) of the Act:
                  Common Stock - $.0005 par value
                           (Title of class)

Indicate by check mark if the registrant is a well-know seasoned issuer, as
defined by Rule 405 of the Securities Act.      Yes [ ]   No  [X]

Indicate by check mark is the registrant is not require to file reports
pursuant to Section 13 or Section 15(d) of the Act.    Yes  [ ]  No  [X]

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 [X]   No [  ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K  is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ X ]

Indicate by check mark whether the registrant is accelerated filer(as
defined in Exchange Act Rule 12b-2).             Yes [ ]  No  [X]

Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act.               Yes [ ]  No  [X]

The aggregate market value of the voting and non-voting common equity held
by non-affiliates as of March 22, 2006 was $1,068,343 (based on the average
bid and ask price of Common Stock in the over-the-counter market on that date).

23,740,964 shares of registrant's Common Stock, $.0005 par value, were
outstanding on March 22, 2006.



<PAGE> 2

                 CAMERA PLATFORMS INTERNATIONAL, INC.
                                CONTENTS
<TABLE>
<CAPTION>
                                                                Page
<S>        <C>                                                 <C>


PART I

Item 1.     BUSINESS                                              3

Item 1A.    RISK FACTORS                                          4

Item 1B.    UNRESOLVED STAFF COMMENTS                             4

Item 2.     PROPERTIES                                            4

Item 3.     LEGAL PROCEEDINGS                                     4

Item 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS   4

PART II

Item 5.     MARKET FOR REGISTRANT'S COMMON EQUITY,
            RELATED STOCKHOLDER MATTERS AND ISSUER
            PURCHASES OF EQUITY SECURITIES                        5

Item 6.     SELECTED FINANCIAL DATA                               6

Item 7.     MANAGEMENT'S DISCUSSION AND ANALYSIS
            OF FINANCIAL CONDITION AND RESULTS OF
            OPERATIONS                                            8

Item 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
            MARKET RISK                                          11

Item 8.     FINANCIAL STATEMENTS AND
            SUPPLEMENTARY DATA                                   13

Item 9.     CHANGES IN AND DISAGREEMENTS WITH
            ACCOUNTANTS ON ACCOUNTING OR FINANCIAL
            DISCLOSURES                                          27

Item 9A.	CONTROLS AND PROCEDURES                              27

Item 9B.    OTHER INFORMATION                                    27

PART III

Item 10.    DIRECTORS AND EXECUTIVE OFFICERS OF THE
            REGISTRANT                                           27

Item 11.    EXECUTIVE COMPENSATION                               29

Item 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
            AND MANAGEMENT                                       30

Item 13.	CERTAIN RELATIONSHIPS AND RELATED
            TRANSACTIONS                                         31

Item 14.    PRINCIPAL ACCOUNTANT FEES AND SERVICES               31

PART IV

Item 15.    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES           32

		SIGNATURES                                           33


</TABLE>
<PAGE>  3

             CAMERA PLATFORMS INTERNATIONAL, INC.

PART I

Item 1 - Business

Camera Platforms International, Inc., a Delaware corporation,  ("Shotmaker"
or "the Company") rents camera cars and related production equipment used
in the film and video industries.  The Company rents three varieties of
camera cars, together with tow dollies, process trailers and cranes used
in conjuction with them.

General

Shotmaker equipment has been used to film many of the top recent U.S. movies.
A partial list includes Mission Impossible 3, Spiderman 3, and 40 Year Old
Virgin.  In addition, a number of prime time television programs and series
use Shotmaker equipment, such as Fear Factor, My Name is Earl, Scrubs,
2 1/2 Men, and America's Most Wanted.  Commercials for Lexus, Honda, Ford
Toyota, Chevrolet, Adidas, Nike and McDonald's and other national and
international brands were filmed using the Company's equipment.
                                                         .
Products

The Shotmaker Camera Car fleet currently consists of 12 camera cars, which
include one Shotmaker "Elite Plus", four Shotmaker "Elites" (one non-
operational, two Shotmaker "Premier Plus" (one non-operational), one
Shotmaker "Premier" (non-operational), and four Shotmaker "Classics".
All the camera cars are based at the Company's headquarters and rented
throughout the western United States. Camera cars are used in the motion
picture, television and commercial industries to provide a stable base for
cameras to film action scenes.

Accessory Equipment.  The Company rents accessory equipment, including tow
dollies and process trailers.  Tow dollies are used to tow a car with its
front two wheels inches off the ground.  Process trailers carry the entire
car behind the Shotmaker Camera Car on a platform, which can be expanded
up to fourteen feet wide.  The Company has available a custom motorcycle
towing device which can tow two motorcycles side by side.

Marketing, Competition, Intellectual Property and Awards

Marketing.  The Company's marketing efforts are primarily conducted by
direct sales efforts and limited advertisements in trade publications.

Competition.  No other company currently owns a fleet of camera cars as
large as the Company's.  In recent years several small fleets
of newer camera cars have emerged featuring AC electricity availability,
greater generator power, and lower-to-the-ground process trailers, which
have affected the Company's competitiveness and has resulted in
reduced rental revenues.

<PAGE> 4
                CAMERA PLATFORMS INTERNATIONAL, INC.


During the fourth quarter of 2004 and continuing through 2005, the Company
sold significant number of Enlouva and Akela cranes, some of which were
sold into the regional rental market in which the Company operates.
The Company no longer owns any Akela cranes and has a limited
inventory of Enlouva and Panther cranes.

Patents and Trademarks.  The Company has registered THE SHOTMAKER, AKELA, and
ENLOUVA as trademarks in the United States, Canada, and Japan. Panther GmbH,
an unrelated company, holds all patents and trademarks on its Panther products.

Employees. 	The Company had two full-time employees at March 22, 2006.  The
Company is not a party to any collective bargaining agreements and its
employees are not represented by a labor union.

Item 1A.  Risk Factors

Company's equity securities are subject to a number of risks and
uncertainties including, but not limited to, the following: continued
failure of the Company to achieve profitable operations and to
secure adequate liquidity and working capital to continue on-going
operations; defaults on the Company's secured loans which leave
the Company vulnerable to repossession of its equipment;
developments with respect to the Company's liquidity or results of
operations; the ability of the Company to obtain products and services
and negotiate terms with vendors and service providers for current orders;
the ability to develop, fund and execute an operating plan for the
Company; the ability of the Company to attract and retain employees;
competitive pressures from other camera car companies and grip
equipment rental companies which may affect the nature and viability of
the Company's business strategy; the ability of the Company to attract
and retain customers; and the absence of an active public trading market
for the Company's common stock.

Item 1B. -  Unresolved Staff Comments

NONE

Item 2 - Properties

The Company's principal executive offices and place of business are located
at 10909 Vanowen Street, North Hollywood, California 91605. The premises are
leased and subleased from unaffiliated third parties for a gross rent of
approximately $104,000 per year, including common area maintenance and
utilities, property tax, and insurance.  The Company's lease expires on
December 31, 2007.

Item 3 - Legal Proceedings

The Company is involved in certain legal actions and claims arising in the
ordinary course of business.  It is the opinion of management, based on
advice of legal counsel, that such litigation and claims will be resolved
without material effect on the Company's financial position.

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

No matters were submitted to a vote of security holders during the fourth
quarter of fiscal 2005.


<PAGE> 5
                CAMERA PLATFORMS INTERNATIONAL, INC.

PART II

Item 5 - Market for Registrant's Common Equity,Related Stockholder Matters
         and Issuer Purchases of Equity Securities

The Company's common stock trades on the over-the-counter market under the
symbol "CPFR".  The table below sets forth the high and low bid prices for the
Company's common stock.  Bids represent inter-dealer prices, without retail
mark-up, markdown or commissions, and may not represent actual transactions.

<TABLE>
<CAPTION>
        Period                                                     High  Low
        ------                                                     ----  ----
<S>   <C>                                                         <C>   <C>

2003  1st Quarter................................................ .0300 .0200
      2nd Quarter................................................ .0300 .0200
      3rd Quarter................................................ .0300 .0300
      4th Quarter................................................ .0300 .0300

2004  1st Quarter................................................ .0400 .0300
      2nd Quarter................................................ .0300 .0300
      3rd Quarter................................................ .0300 .0300
      4th Quarter................................................ .0400 .0300

2005  1st Quarter................................................ .0300 .0300
	2nd Quarter................................................ .0600 .0400
	3rd Quarter................................................ .0400 .0400
      4th Quarter................................................ .0500 .0400

2006  1st Quarter................................................ .0400 .0400

</TABLE>

<PAGE> 6
                   CAMERA PLATFORMS INTERNATIONAL, INC.

As of March 10, 2006, there were approximately 1500 beneficial owners of
23,740,964 outstanding shares of the Company's common stock, held by
approximately 504 shareholders of record.

The Company has not paid a dividend on its common stock since inception.

Item 6 - Selected Financial Data
<TABLE>
<CAPTION>

Year ended 12/31             2005         2004        2003         2002         2001
----------------          ----------   ----------  ----------   ----------   ----------
<s>                     <c>          <c>          <c>          <c>          <c>
Revenues                   $326,000     $644,000     $704,000     $784,000      $918,000
Net Loss                    (85,000)    (117,000)    (156,000)    (756,000)     (669,000)
Total assets                 60,000       79,000      130,000      106,000       793,000
Long-term debt                 -            -       1,734,000    1,725,000     1,702,000
Net  income (loss) per
 share of common stock       ($.01)      ($0.01)      ($0.01)      ($0.03)       ($0.03)
</TABLE>

<PAGE> 7
                             CAMERA PLATFORMS INTERNATIONAL, INC.
                           CONSOLIDATED SUMMARY OF QUARTERLY OPERATIONS
                                           (Unaudited)
<TABLE>
<CAPTION>
                               Quarter ended            Quarter ended           Quarter ended            Quarter ended
                                  March 31,                June 30,             September 30,            December 31,
                              2005        2004       2005          2004      2005          2004        2005          2004
                            --------------------     --------------------     --------------------     --------------------
<S>                       <C>         <C>          <C>         <C>          <C>         <C>          <C>         <C>
Revenues                    $109,000    $161,000    $ 86,000     $181,000     $88,000     $168,000     $44,000     $134,000
Cost of sales and rentals     78,000     141,000      53,000      147,000      55,000      128,000      46,000      108,000
Selling, general and
 administrative               19,000      56,000      32,000       50,000      40,000       38,000      14,000       80,000
Contributed Management
 services                      9,000       3,000       9,000        3,000       9,000        3,000       9,000        3,000
Gain on sale of fixed assets  27,000                  25,000                   20,000                   50,000      177,000
                            --------    --------     --------    --------     --------    --------     --------    --------

Operating income (loss)       30,000     (39,000)     17,000      (19,000)      4,000       (1,000)     25,000      120,000
Interest  expense, net       (43,000)    (44,000)    (42,000)     (46,000)    (42,000)     (46,000)    (42,000)     (48,000)
Other income
   (expense), net                           -          8,000         -           -           -             -          6,000
                           ----------  ----------   ----------  ----------    ---------    --------   ----------  ----------
Net income (loss)           ($13,000)   ($83,000)   ($17,000)    ($65,000)   ($38,000)    ($47,000)   ($17,000)     $78,000
                           ==========  ==========   ==========  ==========    =========    ========   ==========  ==========
Net (loss) per share
   of common stock            ($0.00)    ($0.00)     ($0.00)      ($0.00)     ($0.00)      ($0.00)       $0.00       $0.00
Weighted average number
  of shares outstanding   23,740,964  23,740,964   23,740,964  23,740,964   23,740,964  23,740,964   23,740,964  23,740,964
</TABLE>

<PAGE> 8
                 CAMERA PLATFORMS INTERNATIONAL, INC.

Item 7 - Management's Discussion and Analysis of Financial Condition and
         Results of Operations

       SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION
                            REFORM ACT OF 1995.

This Annual Report on Form 10-K includes certain forward-looking statements
based upon management's beliefs, as well as assumptions made by and data
currently available to management.  This information has been, or in the
future, may be included in reliance on the "safe harbor" provision of the
Private Securities Litigation Reform Act of 1995.  These statements are
subject to a number of risks and uncertainties including, but not limited
to, the following: adverse developments with respect to the Company's
liquidity or results of operations; the ability of the Company to obtain
products and services and negotiate terms with vendors and service providers
for current orders; the ability to develop, fund and execute an operating
plan for the Company; the ability of the Company to attract and retain
employees; competitive pressures from other camera car companies and grip
equipment rental companies which may affect the nature and viability of
the Company's business strategy; the ability of the Company to attract
and retain customers; and the absence of an active public trading market
for the Company's common stock.

Actual results may differ materially from those anticipated in any such
forward-looking statements.  The Company undertakes no obligation to update
or revise any forward-looking statements to reflect subsequent events or
circumstances.

Overview

The Notes to the Financial Statements are an integral part of Management's
Discussion and Analysis of Financial Condition and Results of Operations
and should be read in conjunction herewith.

CRITICAL ACCOUNTING POLICIES

The Company reviews the accounting policies it uses in reporting its financial
results on a regular basis.  The preparation of these financial statements
requires the Company to make estimates and judgments that affect the reported
amounts of assets, liabilities, revenues and expenses and related disclosure
of contingent assets and liabilities.  On an ongoing basis, the Company
evaluates its estimates, including those related to accounts receivable,
property and equipment, rental assets, income taxes, contingencies and
litigation. The Company bases its estimates on historical experience and
on various other assumptions that are believed to be reasonable under the
circumstances. These estimates form the basis for the Company's judgments
about the carrying value of assets and liabilities that are not readily
apparent from other sources. Results may differ from these estimates if actual
outcomes are different from the estimates on which the Company based its
assumptions. These estimates and judgments are reviewed by management on an
ongoing basis. The Company believes the following critical accounting policies
affect its more significant judgments and estimates used in the preparation of
the Consolidated Financial Statements of the Company.

Revenue Recognition - The Company recognizes revenue over the related
equipment rental period using prices that are negotiated at the time of
rental.

Allowance for Doubtful Accounts - the Company maintains allowances for
doubtful accounts for estimated losses resulting from the inability or
unwillingness of its customers to make required payments. If the financial
condition of the Company's customers were to deteriorate, resulting in an
impairment of their ability to make payments, additional allowances may be
required.

Rental Asset Valuation Allowance - The Company established a rental asset
valuation allowance when the assets were put in service to consider the
excess cost over their estimated fair market value based upon expected
future rental revenue.

<PAGE> 9
                 CAMERA PLATFORMS INTERNATIONAL, INC.

LIQUIDITY AND CAPITAL RESOURCES

The Company has a $250,000 revolving line of credit from its secured
lender DOOFF, LLC.  The Company has been in material non-compliance with
the terms of the loan, and its lender has indicated that no further funds
will be advanced.  As of December 31, 2005, the Company owed $194,000 under
the revolving line which matured June, 2005. In addition, the Company has
failed to make interest payments totaling $530,000 to DOOFF, LLC. In the
past, ongoing operations have not provided sufficient cash to meet the
Company's ongoing obligations as they have become due.  In 2005, the
Company reduced its work force to two employees and commensurately achieved
reductions in its employee benefit expense, and rental and associated
occupany expenses.  Because of continued erosion of rental revenues, these
reductions have not resulted in positive cash flow from operations. The
Company has continued to sell some of its equipment during 2005, will
attempt to liquidate more assets in 2006,and, with its lender's approval,
use the proceeds to fund its operations. If sufficient funds are not
available, the Company may be required to curtail or cease operations.

STOCK OPTIONS

On July 1, 2001, the Board of Directors adopted the 2001 Stock Option Plan to
provide for the issuance of incentive stock options and nonqualified stock
options as a means of attracting, motivating and retaining directors, officers
and key employees and consultants of the Company.

Concurrent with the adoption of the 2001 Stock Option, the Board of Directors
authorized the issuance of options to purchase 300,000 shares of the Company's
stock to each of the Company's five directors.  The options were priced at
$0.11, which was above the market price of the Company's stock at the date
of issuance.

Results of Operations

2005 versus 2004

During 2005, the Company's total rental revenues decreased by 49% from
the previous year.  8% of this decrease was due the the sale of all of the
Company's Akela cranes. In addition, Pegasus and Enlouva crane rentals
decreased by $16,000,  The largest decrease, however, was in the Company's
core business of camera car rentals.  Camera car rentals decreased from
$523,000 in 2004 to $273,000 in 2005.  The Company continues to face
competition from camera car companies with newer fleets and larger
electrical generating power.  This, coupled with a general over-capacity
in the industry, has caused market share to decline and average daily
rental rates to remain stagnant.

Because much of the Company's cost of rentals are fixed costs, primarily
comprised of rent, insurance, and payroll, camera car rental costs
were reduced by only $56,000 from 2004 to 2005.  With the elimination
of Akela rentals and a substantial part of the dolly and crane rental
business, total cost of rentals decreased by $291,000.

Corporate expenses were reduced by $94,000, primarily through reductions
in payroll and insurance.

Fourth Quarter 2005 versus fourth quarter 2004

During the fourth quarter of 2005, the Company experienced a severe
decline in rental revenues.  Revenues in 2004 were $135,000 as compared to
$44,000 in 2005.  The Company was able to reduce cost of rentals by $64,000.
General and administrative expenses declined by $66,000, primarily through
reduced payroll and quarterly accruals of the annual audit fee.


<PAGE> 10
                   CAMERA PLATFORMS INTERNATIONAL, INC.

2004 versus 2003

Year-to-date

During 2004, the Company's total revenues continued to decline, falling by
approximately 9% to $644,000.  A 6% increase in camera car rental income was
far offset by the 44% decrease in dolly and crane rentals coupled with a
39% decrease in Akela crane rentals.  Camera car rentals continued to account
for the majority of the Company's rental revenues, up to 81% from 70% in
2003. During the fourth quarter of 2004, the Company sold significant numbers
of Enlouva and Akela cranes. The proceeds were used to pay overdue interest
and principal to its lender, and for working capital.  The Company is
re-focusing its marketing and technical efforts on its traditional camera
car business.

Costs of rentals decreased in all categories.  The largest components of
decrease were in payroll and rent expense.  During 2004, the Company entered
into a new lease agreement by which it reduced its space by approximatately
50%.  Corporate expenses were down by $44,000, also primarily through reductions
in rent and payroll.

2003 versus 2002

In 2003, revenues decreased by $79,000, or approximately 10%, as compared with
2002.  $40,000 of this decrease is attributable to reduced rental days
for the Company's dollies and standard cranes and camera cars.  Camera car
rentals decreased by 8% and Akela crane rentals increased by 5%.  Dollies and
standard cranes decreased by 24%.  "Runaway production", that is, production
moving outside the United States, continues to adversely affect the Company's
rental operations.

Cost of rentals decreased by 47% due primarily the reversal of a previously
recorded valuation allowance on rental assets, which offsets the depreciation
expense recorded for the period.

The gross margin increased by 132%, to $111,000, also primarily due to
depreciation expense being offset by the reversal of the previously
recorded valuation allowance on rental assets.

Selling, general and administrative expenses increased by $27,000, or
approximately 11% as compared to 2002.  The increase was primarily due to
higher insurance premiums and increased rent.

<PAGE> 11
                 CAMERA PLATFORMS INTERNATIONAL, INC.
Impact of Inflation

Inflation has not had a material impact on the Company's operations to date,
and the Company believes it will not have a material effect on operations in
the next twelve months.

Foreign Currency Transactions

All international sales are denominated and remitted in U.S. dollars, and
all foreign transactions are settled within a short period of time.
Accordingly, the Company does not anticipate that foreign currency
fluctuations will have a material effect on operations in the next
twelve months.

Item 7A - Quantitative and Qualitative Disclosures About Market Risk

The Company owns no financial instruments or other assets, nor has it entered
into any contracts or commitments, which would expose it to market risks such
as interest rate risk, foreign currency exchange rate risk or commodity
price risk as required to be disclosed pursuant to Regulation S-K, Item 305,
of the 1934 Securities Exchange Act, as amended.

<PAGE> 12
                 CAMERA PLATFORMS INTERNATIONAL, INC.


Item 8 - Financial Statements and Supplementary Data

       INDEX TO FINANCIAL STATEMENTS AND SCHEDULES
<TABLE>
<CAPTION>
                                                                    Page

<S>                                                                 <C>
Report of Independent Registered Public Accounting Firm              14

Balance Sheets at
December 31, 2005 and 2004                                           15

Statements of Operations for the Years Ended
December 31, 2005, 2004 and 2003                                     16

Statements of Cash Flows for the Years Ended
December 31, 2005, 2004 and 2003                                     17

Statement of Shareholders' Deficit for the Years
ended December 31, 2005, 2004 and 2003                               19

Notes to Financial Statements                                        20

Schedule II - Valuation and Qualifying Accounts for the
   Years Ended December 31, 2005, 2004 and 2003                      27

</TABLE>



ALL OTHER SCHEDULES FOR WHICH PROVISION IS MADE IN THE APPLICABLE ACCOUNTING
REGULATION OF THE SECURITIES AND EXCHANGE COMMISSION ARE NOT REQUIRED UNDER
THE RELATED INSTRUCTIONS OR ARE INAPPLICABLE, AND THEREFORE HAVE BEEN OMITTED.


<PAGE> 13

       Report of Independent Registered Public Accounting Firm

Board of Directors
Camera Platforms International, Inc.

We have audited the accompanying balance sheets of Camera Platforms
International, Inc. (the "Company") as of December 31, 2005 and 2004,
and the related statements of operations, shareholders' deficit and
cash flows for the years ended December 31, 2005, 2004 and 2003.
These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require
that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing
the accounting principles used and significant estimates made by management,
as well as evaluating the overall financial statement presentation.  We
believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Camera Platforms
International, Inc. as of December 31, 2005 and 2004, and the results of its
operations and its cash flows for the years ended December 31, 2005, 2004
and 2003 in conformity with accounting principles generally accepted in the
United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern.  As discussed in Note 1 to the
financial statements, the Company has suffered recurring losses from
operations, negative cash flows from operations, and has a net capital
deficiency that raise substantial doubt about its ability to continue
as a going concern.  Managment's plans with regard to these matters are
also described in Note 1.  The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

We have also audited the Schedules of Valuation and Qualifying Accounts for
each of the three years in the period ended December 31, 2005.  In our
opinion, these schedules present fairly, in all material respects, the
information required to be set forth therein.



Rose, Snyder & Jacobs
A Corporation of Certified Public Accountants

Encino, California
February 23, 2006


<PAGE> 14
                  CAMERA PLATFORMS INTERNATIONAL, INC.
                              BALANCE SHEETS
                         December 31, 2005 and 2004
<TABLE>
<CAPTION>
                                                      2005          2004
<S>                                               <C>        <C>
	                            ASSETS

Current Assets
Cash                                                $25,000       $28,000
Accounts receivable, less allowance for doubtful
accounts of $1,000 in 2005 and $5,000 in 2004         8,000        21,000
Prepaid expenses                                      5,000         8,000
                                                     ------        ------

        Total current assets                        $38,000        57,000

Property and equipment, net of depreciation,
 amortization and rental asset valuation
 allowance - Note 3                                    -             -
Deposits and other assets                            22,000        22,000
                                                    -------       -------
                                                    $60,000       $79,000
                                                    =======       =======
           LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities
Accounts payable                                      $6,000      $18,000
Accrued interest - Note 4                            530,000      467,000
Accrued expenses                                      23,000       33,000
Accrued taxes                                         26,000       37,000
Notes payable - related party - Notes 4 and 11     1,693,000    1,693,000
                                                   ---------      -------

         Total current liabilities                 2,278,000    2,248,000

Commitments and Contingencies - Notes 5 and 8

Shareholders' Deficit

Common stock $.0005 par value; 100,000,000
shares authorized; 23,740,964 shares issued
and outstanding - Notes 1 and 7                       12,000       12,000
Additional paid-in capital - Note 11              27,085,000   27,049,000
Accumulated deficit                              (29,315,000) (29,230,000)
                                                 ------------ ------------

Total shareholders' Deficit                       (2,218,000)  (2,169,000)
                                                  -----------  -----------

                                                     $60,000      $79,000
                                                  ===========  ===========
</TABLE>

       SEE INDEPENDENT AUDITORS' REPORT AND NOTES TO FINANCIAL STATEMENTS.

<PAGE> 15
                    CAMERA PLATFORMS INTERNATIONAL, INC.
                         STATEMENTS OF OPERATIONS
             For the Years ended December 31, 2005, 2004 and 2003

<TABLE>
<CAPTION>
                                               2005         2004          2003
<S>                                       <C>          <C>          <C>

Revenues from rental operations              $326,000     $644,000     $704,000
                                             --------     --------     --------
                                              326,000      644,000      704,000

Expenses
Cost of rental operations                     232,000      523,000      593,000
Selling, general and administrative           104,000      225,000      264,000
Contributed management services - Note 11      36,000       12,000         -
                                              -------     --------      -------
                                              372,000      760,000      857,000

Gain on sale of fixed assets - net - Note 3   122,000      177,000         -
Gain from insurance proceeds - net - Note 3      -            -         165,000

Operating income                               76,000       61,000       12,000

Interest expense, net                        (170,000)    (184,000)    (168,000)
Other income                                    8,000        6,000         -
                                              -------     ---------    ---------

Net loss                                     ($85,000)   ($117,000)   ($156,000)
                                             =========   ==========   ==========

Basic and diluted income (loss) per share:

Loss from continuing operations               ($0.00)      ($0.01)      ($0.01)
                                              -------      -------      -------
Net loss                                      ($0.00)      ($0.01)      ($0.01)
                                              ========     =======      =======

Weighted average shares outstanding        23,740,964   23,740,964   23,740,964

</TABLE>
            SEE INDEPENDENT AUDITORS' REPORT AND NOTES TO FINANCIAL STATEMENTS.

<PAGE>  16
                   CAMERA PLATFORMS INTERNATIONAL, INC.
                         STATEMENTS OF CASH FLOWS
                      For the Years ended December 31,

<TABLE>
<CAPTION>
                                                      2005         2004         2003
<S>                                               <C>          <C>          <C>
OPERATING ACTIVITIES
   Net loss                                         ($85,000)    ($117,000)    ($156,000)
      Adjustments to reconcile net
      loss to net cash used in operating
      activities:
      Depreciation and amortization                   54,000        80,000       288,000
      Change in rental asset valuation allowance     (57,000)      (80,000)     (288,000)
      (Gain) loss on disposal of equipment          (122,000)     (177,000)     (165,000)
      Contributed management services                 36,000        12,000         --
      Changes in assets and liabilities:
   Accounts and other receivables                     13,000        13,000         2,000
   Prepaid expenses                                    3,000        28,000       (16,000)
   Deposits and other assets                           --             --            --
   Accounts payable                                  (12,000)      (21,000)       (5,000)
   Accrued interest                                   63,000       151,000       149,000
   Other current liabilities                         (21,000)      (10,000)          --
                                                     --------      --------      --------
Net cash used in operating activities               (128,000)     (121,000)     (191,000)

INVESTING ACTIVITIES
Proceeds from disposal of property
    and equipment                                    125,000       214,000       170,000
Purchases of property and equipment                    -              -          (14,000)
                                                    --------       --------       -------
Net cash provided by (used in)
   investing activities                              125,000       214,000       156,000
</TABLE>

           SEE INDEPENDENT AUDITORS' REPORT AND NOTES TO FINANCIAL STATEMENTS.

<PAGE> 17
                     CAMERA PLATFORMS INTERNATIONAL, INC.
                     STATEMENTS OF CASH FLOWS, continued
                       For the Years ended December 31,
<TABLE>
<CAPTIONS>
                                                     2005            2004           2003

<S>                                             <C>             <C>           <C>
FINANCING ACTIVITIES
Proceeds from borrowings of long-term debt             -            112,000        219,000
Principal payments on long-term debt                   -           (178,000)      (210,000)
Proceeds from sale of third party equipment                           --            25,000
                                                    --------        --------       --------
Net cash provided (used) by financing activities       -            (66,000)        34,000

Net increase (decrease) in cash                     (3,000)          27,000         (1,000)

Cash at beginning of year                           $28,000           1,000          2,000
                                                     -------         -------        -------
Cash at end of year                                 $25,000         $28,000         $1,000

Supplemental disclosure of cash flow information

Cash paid during the year for:

Interest                                            $62,000         $18,000        $97,000
Income taxes                                         $1,000          $1,000         $1,000
</TABLE>

            SEE INDEPENDENT AUDITORS' REPORT AND NOTES TO FINANCIAL STATEMENTS.

<PAGE> 15
                       CAMERA PLATFORMS INTERNATIONAL, INC.
                         STATEMENT OF SHAREHOLDERS' EQUITY
                 For the Years ended December 31, 2005, 2004 and 2003
<TABLE>
<CAPTION>
                                      Number of    Common     Paid-in     Accumulated
                                        Shares      Stock      Capital       Deficit         Total
<S>                                  <C>           <C>      <C>           <C>          <C>

Balance at
  December 31, 2003                   23,740,964   $12,000   $27,037,000  ($29,113,000)  ($2,064,000)

Net loss for the year, Note 11            --          --          12,000      (117,000)     (105,000)

Balance at
  December 31, 2004                   23,740,964    12,000    27,049,000   (29,230,000)   (2,169,000)

Net Loss for the year, Note 11            --          --          36,000       (85,000)      (49,000)
                                      ----------   -------   ----------   -------------  ------------

Balance at
  December 31, 2005                   23,740,964   $12,000   $27,085,000  ($29,315,000)  ($2,218,000)
                                      ==========   =======   ===========  =============  ============
</TABLE>

   SEE INDEPENDENT AUDITORS' REPORT AND NOTES TO FINANCIAL STATEMENTS.

<PAGE> 19
                 CAMERA PLATFORMS INTERNATIONAL, INC.
                    NOTES TO FINANCIAL STATEMENTS
                          DECEMBER 31, 2005

1.	DESCRIPTION OF BUSINESS AND GOING CONCERN

Camera Platforms International, Inc. ("CPI" or the "Company"), was organized in
the state of Delaware in 1985 to engage in the business of leasing camera cars
and other related equipment to motion picture and television production
companies. The Company designs, manufactures, rents and leases a wide variety
of production equipment to the film and video industries.

The accompanying financial statements have been prepared on a going concern
basis of accounting which contemplates continuity of operations, realization
of assets, liabilities, and commitments in the normal course of business.
The accompanying financial statements do not reflect any adjustments that
might result if the Company is unable to continue as a going concern.

The Company's losses, negative cash flows from operations and its working
capital deficit raise substantial doubt about the Company's ability to
continue as a going concern and the appropriateness of using the going
concern basis, which is dependent upon, among other things, an additional
cash infusion.  There is no assurance that additional cash will be provided
or that cash flow from operations will be sufficient to meet the Company's
obligations.  DOOFF, LLC. the current lender, has indicated that it will no
longer fund the Company.  The Company has sold some of its equipment in 2005,
and will liquidate more assets in 2006 in order to fund its operations.


2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Property and Equipment

Property and equipment is stated at cost, less accumulated depreciation and
amortization. Depreciation and amortization is generally determined using
the straight-line method over the estimated useful life of the property and
equipment, using periods ranging from three to ten years.

Cash Equivalents

The Company considers all highly liquid investments held at financial
institutions with maturity dates of three months or less at the time of
acquisition to be cash equivalents.

Per Share Data

The Company has adopted Statement of Financial Accounting Standards ("SFAS")
No. 128, "Earnings Per Share", which establishes new standards for computing
and presenting basic and diluted earnings per share. Adoption of SFAS No. 128
does not have a material effect on the computation or presentation of per
share data in the accompanying financial statements.

The basic income (loss) per share is calculated based upon the weighted
average number of common shares outstanding during each year.  Diluted
income (loss)per share is calculated based upon the weighted average of
shares of common stock outstanding and shares that would have been outstanding
assuming the issuance of common stock for all dilutive potential common stock
outstanding. The Company's outstanding stock options have not been included
in the calculation of the weighted average shares of common stock as they
would have an antidilutive effect.

                  See independent auditors' report

<PAGE>  20

               CAMERA PLATFORMS INTERNATIONAL, INC.
                   NOTES TO FINANCIAL STATEMENTS
                        DECEMBER 31, 2005
                  See independent auditors' report

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Concentration of Credit Risk and Acccounts Receivable

The Company's customers are principally engaged in the production of motion
pictures or television programming, or are suppliers to such companies.
Credit is extended based on an evaluation of the customer's financial
condition.  Receivables arising from the granting of credit under normal
trade terms are generally due within 30 days and are generally not
collateralized. Collections of accounts receivable have consistently
been within management's expectations.

The Company maintains an allowance for doubtful accounts for estimated losses
that may arise if any of its customers are unable to make required payments.
Management specifically analyzes the age of customer balances, historical bad
debt experience, customer credit-worthiness, and changes in customer payment
terms when making estimates of the uncollectability of the Company's trade
accounts receivable balances.  If the Company determines that the financial
condition of any of its customers has deteriorated, whether due to
customer-specific or general economic issues, increases in the allowance may
be made.  Accounts receivable are written off when all collection attempts
have failed.

Advertising Costs

The Company expenses advertising costs over the period it benefits, generally
12 months.  Advertising costs expensed totaled $6,000, $7,000, and $4,000
for the years ended December 31, 2005, 2004, and 2003, respectively, and were
recorded as part of selling, general and administrative expenses.  At December
31, 2005, 2004 and 2003 no advertising costs were capitalized.

Stock-Based Compensation

The Company has adopted the disclosure-only provisions of SFAS No. 123,
"Accounting for Stock-Based Compensation", amended by SFAS No. 148, but applies
APB No. 25 and related interpretations in accounting for options granted under
its plan.

Use of Estimates

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the amounts reported in the consolidated financial statements.
The Company's management estimates the valuation for doubtful accounts, rental
asset valuation allowance and the useful lives of property and equipment.
Actual results could differ from those estimates and such differences could be
material to the financial statements.


                  See independent auditors' report
<PAGE> 21
               CAMERA PLATFORMS INTERNATIONAL, INC.
                  NOTES TO FINANCIAL STATEMENTS
                        DECEMBER 31, 2005


New Accounting Standards

In May 2005, The FASB issued SFASA No. 154, "Accounting Changes and Error
Corrections".  This statement applies to all voluntary changes in accounting
principle and requires restrospective application to prior periods' financial
statements of changes of changes in accounting principle, unless this would be
impracticable.  This statement also makes a distinction between "retrospective
application" of an accounting principle and the "restatement" of financial
statements to reflect the correction of an error.  This statemenmt is effective
for accounting changes and corrections of errors made in fiscal years beginning
after December 15, 2005.  The adoption of this statement will not have a
material impact on the Company's financial statements.

The Company operates in a single business segment.  The Company leases and
rents equipment for the motion picture, television and theatrical production
and music industries.


3. PROPERTY AND EQUIPMENT
<TABLE>
<CAPTION>
                                                         December 31,
                                                      2005            2004
<S>                                              <C>              <C>
Equipment available for lease                     $2,986,000        4,081,000
Machinery and equipment                               90,000           90,000
Leasehold improvements                                12,000           12,000
Furniture and fixtures                                26,000           26,000
Automobiles and trucks                                29,000          113,000
                                                   ---------        ---------
                                                   3,143,000        4,322,000

Less accumulated depreciation and amortization    $3,047,000       $4,169,000
Less rental asset valuation allowance                 96,000          153,000
                                                  ----------        ---------
                                                      --                 --
</TABLE>

                  See independent auditors' report
<PAGE> 22
               CAMERA PLATFORMS INTERNATIONAL, INC.
                  NOTES TO FINANCIAL STATEMENTS
                        DECEMBER 31, 2005

3. PROPERTY AND EQUIPMENT (Continued)

During 2003, equipment on lease with an original cost of $309,000 and
accumulated depreciation of $304,000 was stolen. The Company received $170,000
in insurance proceeds, realizing a gain of $165,000. Also during 2003, the
Company disposed of fully depreciated property and equipment with an original
cost of $1,083,000. No proceeds were received.

During 2004, the Company sold equipment with original costs totalling
$1,089,000 and accumulated depreciation of $1,067,000.  The Company
received $214,000 and recorded a gain of $177,000, after adjustments
to the Company's valuation allowance.

During 2005, the Company sold fully depreciated equipment and trucks with
original costs totalling $1,179,000.  The Company received $125,000,
recording a gain of $122,000 and adjusting the asset valuation allowance
by $3,000.

4.  NOTES PAYABLE - RELATED PARTY

Notes payable - related party consists of (1) a $1,500,000 term loan,
interest only payable monthly at 10% maturing June 2010, secured by all
the assets of the Company and (2) a $250,000 revolving line of credit,
interest only payable monthly at 10%, which matured June 2005 and is also
secured by all the assets of the Company. The balance outstanding on this
line of credit was $193,000 at both December 31, 2005 and 2004. These
loans are with DOOFF, LLC. As of December 31, 2005, the Company was $530,000
in arrears in its interest payments to DOOFF, LLC. and $193,000 in arrears
in principal payments due under the terms of these loans. DOOFF, LLC has
noticed the Company that it is in material default under the terms of the
loan agreements, and that no further funds will be made available to the
Company.  DOOFF, LLC has the right, under the terms of the loan, to
foreclose on the collateral.

One director and two principal shareholders of the Company are also
principals of DOOFF, LLC.


                  See independent auditors' report

<PAGE> 23

               CAMERA PLATFORMS INTERNATIONAL, INC.
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 2005


5.  LITIGATION

The Company is involved in certain legal actions and claims arising in the
ordinary course of business.  It is the opinion of management, based on
advice of legal counsel, that such litigation and claims will be resolved
without material effect on the Company's financial position.

6.  INCOME TAXES

The Company utilizes the liability method under SFAS No. 109 to account for
income taxes.  Under this method, deferred tax assets and liabilities are
determined based on differences between financial reporting and tax bases
of assets and liabilities and are measured using the enacted tax rates and
laws expected to apply when the differences are expected to reverse.

At December 31, 2005, the Company has net operating loss-carry forwards of
approximately $25 million for federal tax purposes, which expire from 2006
to 2025.  Because of statutory "ownership changes" the amount of net operating
losses which may be utilized in future years are subject to significant annual
limitations.  The Company also has operating loss carryforwards of
approximately $2 million for California tax purposes, which expire from 2006
to 2015.

At December 31, 2005, total deferred tax assets, consisting principally of
net operating loss carryforwards, amounted to approximately $8.8 million.  For
financial reporting purposes, a valuation allowance has been recognized in an
amount equal to such deferred tax assets due to the uncertainly surrounding
their ultimate realization.  It represents an decrease in the valuation
allowance of $77,000 in 2005, due to the expiration of a portion of the
state loss carryfoward.

The effective tax rate differs from the U.S. Federal statutory rate
principally due to the valuation allowance recognized due to the
uncertainty surrounding the ultimate realization of deferred tax assets.

                  See independent auditors' report

<PAGE> 24

               CAMERA PLATFORMS INTERNATIONAL, INC.
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 2005

7.	COMMON STOCK AND STOCK OPTIONS

<TABLE>
<CAPTION>
                                                Options Outstanding
                                            Shares     Weighted Avg. Exercise
                                                               Price
<S>                                    <C>                   <C>

Outstanding and excersisable
   at January 1, 2003                     1,500,000            $0.11

Granted                                      --                  --
Exercised                                    --                  --
Terminated or expired                        --                  --
                                          ---------            -----
Outstanding and excersisable
   at December 31, 2003                   1,500,000            $0.11

Granted                                      --                  --
Exercised                                    --                  --
Terminated or expired                        --                  --
                                          ---------            -----
Outstanding and excersisable
   at December 31, 2004                   1,500,000            $0.11

Granted                                      --                  --
Exercised                                    --                  --
Terminated or expired                        --                  --
                                          ---------            -----
Outstanding and excersisable
   at December 31, 2005                   1,500,000            $0.11
                                          =========            =====
</TABLE>

There are 1,500,000 options exercisable at December 31, 2005, and the weighted
average remaining contractual life of the options outstanding is 2.5 years.

8. COMMITMENTS AND CONTINGENCIES

Lease

On January 16, 2004, Company entered into a new lease of its premises.
The lease expires December 31, 2007 and contains an option to extend the
term for five additional years contingent upon (1) The lessor exercising
its option to extend the master lease on the premisies beyond its current
December 31, 2007 expiration and (2) that the Company notify the lessor
in writing of its intention to renew prior to April, 2007 and (3) Argus
Pacific, the lessor of space contiguous to that occupied by the Company,
exercises its option to extend. The lease expense increases annually based
on a cost of living index and the Company is also responsible for common area
maintenance charges, utilities, property taxes and insurance. Rent expense
with regard to this lease was approximately $104,000 in 2004.

Commencing January, 2005 the Company entered into an agreement with DOOFF LLC,
its secured lender by which DOOFF LLC occuppies approximately one-half of the
space leased by the Company.  The Company will be recording the amount due to
it by DOOFF LLC under this agreement as a payment for past interest due.
Subrental income from DOOFF, LLC offset $44,000 of accrued interest in 2005.
Rental expense before the offset of the subrental income was approximately
$92,000 in 2005.

Future minimum rental payments for the balance of the lease term
are as follows:

Year ending December 31:

2006                         $ 95,000
2007                         $ 95,000

                  See independent auditors' report

<PAGE> 25

               CAMERA PLATFORMS INTERNATIONAL, INC.
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 2005


9. SALES TO MAJOR CUSTOMERS AND GEOGRAPHIC AREAS

No revenue derived from a single customer accounted for more than ten percent
of total revenue during 2005, 2004, or 2003.  No geographic area outside the
United States accounted for more than ten percent of total revenue during the
last three years.

10. FAIR VALUES OF FINANCIAL INSTRUMENTS

Management has determined that the estimated fair value of the Company's
financial instruments approximates the carrying amount of such financial
instruments in all material respects as of December 31, 2005 and 2004.

11. CONTRIBUTED MANAGEMENT SERVICES

The Company recorded the contribution of services from and on behalf
of the Chief Executive and Chief Financial Officers valued at $36,000
in 2005 and $12,000 in 2004, which was recorded as an expense and an
increase to additional paid-in capital.

                  See independent auditors' report

<PAGE> 26

              CAMERA PLATFORMS INTERNATIONAL, INC.
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 2005

             SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

<TABLE>
<CAPTION>
                                         Balance                                 Balance
	                                  January 1,   Additions    Deductions    December 31,

<S>                                     <C>          <C>           <C>           <C>
YEAR ENDED DECEMBER 31, 2003
Asset valuation allowance                $542,000        --         288,000       $254,000
Allowance for doubtful accounts             5,000        --           --             5,000
                                         --------        --        --------       --------
                                         $547,000        $0         288,000       $259,000
                                         ========        ==        ========       ========
YEAR ENDED DECEMBER 31, 2004
Asset valuation allowance                $254,000        --         101,000       $153,000
Allowance for doubtful accounts             5,000        --              --          5,000
                                         --------        --        --------       --------
                                         $259,000        $0        $101,000       $158,000
                                         ========        ==        ========       ========
YEAR ENDED DECEMBER 31, 2005
Asset valuation allowance                $153,000        --          57,000        $96,000
Allowance for doubtful accounts             5,000        --           4,000          1,000
                                         --------        --        --------       --------
                                         $158,000        $0         $61,000        $97,000
                                         ========        ==        ========       ========
</TABLE>

See Independent Auditors' Report and Notes to the Consolidated Financial
                               Statements

<PAGE> 27
                   CAMERA PLATFORMS INTERNATIONAL, INC.

Item 9 - Changes In and Disagreements with Accountants on Accounting or
         Financial Disclosure

	Not Applicable

Item 9A. Controls and Procedures

(a)  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) promulgated under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), as of December 31, 2005.
Based on this evaluation, our principal executive officer and principal
financial officer concluded that our disclosure controls and procedures are
effective in alerting them on a timely basis to material information relating
to our Company required to be included in our reports filed or submitted under
the Exchange Act.

(b)   Changes in Internal Controls

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

Item 9B.  Other Information

     Not Applicable

PART III

Item 10 - Directors and Executive Officers of the Registrant

The Company's by-laws provide for a range of one to nine directors and allow
the Board of Directors to set the exact number of authorized directors within
that range.  The current number of authorized directors established by the
Board of Directors is five. Directors are elected at each Annual Meeting of
Shareholders to serve thereafter until their successors have been duly elected
and qualified.

The following table provides certain information as of March 22, 2006 for each
director and executive officer of the Company:

<TABLE>
<CAPTION>
Name                      Age          Position with the Company

<S>                       <C>   <C>
Martin Perellis            62   Director, President, Chief Executive
                                  and Chief Financial Officer
William O. Fleischman      60   Director
Rick Hicks                 62   Director

</TABLE>

Martin Perellis has been a director since June 29, 2000.  Mr. Perellis has
been involved in the music and film industries for the past 30 years and
is the founder and president of Consolidated Productions, Inc., a supplier
of theatrical transportation, production and facilities services and of
consulting services to a variety of domestic and international clients.
Its current client roster includes Third Story Music and Akil Music.
Mr. Perellis has also served in various executive capacities with personal
management companies involved with such artists as Frank Zappa, Tom Waits,
Captain Beefheart, Earth Wind and Fire, Martha and the Vandellas and the
Jackson Five.


<PAGE> 28
                   CAMERA PLATFORMS INTERNATIONAL, INC.


William O. Fleischman has been a director since October 10, 1996.  Mr.
Fleischman, in his individual capacity or through W/F Investment Corp and
its affiliates, has substantial experience investing in and managing
companies. Mr. Fleischman is also an attorney officed in Century City.

Rick Hicks has been a director since June 11, 1998.  Mr. Hicks is an
attorney at law and principal at the law firm of Hicks, Recasens and Berman.
He has been an attorney since 1973. He has been a consultant and frequent
investor in a number of operating companies and real estate projects.

None of the officers or directors of the Company is related to any other
officer or director of the Company.  Officers are appointed by the Board of
Directors and serve at the pleasure of the Board of Directors or until they
resign.  At present one officer of DOOFF, LLC, the Company's secured lender,
and one officer of SAC, a principal shareholder of the Company, serve on the
Company's Board of Directors.

COMPLIANCE WITH SECTION 16(a)

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the
Company's executive officers and directors and persons who own more than 10%
of a registered class of the Company's equity securities to file with the
Securities and Exchange Commission initial statements of beneficial ownership,
reports of changes in ownership and annual reports concerning their ownership
of commons stock and other equity securities of the Company, on Forms 3, 4
and 5 respectively.  Executive officers, directors and greater than 10%
shareholders are required by Commission regulations to furnish the Company with
copies of all Section 16(a) reports they file.  To the best of the Company's
knowledge (based solely upon a review of the Forms 3, 4, and 5 filed), no
officer, director or 10% beneficial shareholder failed to file on a timely
basis any reports required by Section 16(a) of the Securities Exchange Act
of 1934, as amended.


<PAGE> 29
                    CAMERA PLATFORMS INTERNATIONAL, INC.


Item 11 - Executive Compensation

Compensation of Directors

Concurrent with the adoption of the 2001 Stock Option, the Board of Directors
authorized the issuance of options to purchase 300,000 shares of the Company's
stock to each of the Company's (then) five directors.  The options were priced
at $0.11, which was above the market price of the Company's stock at the date
of issuance.

The Directors of the Company received no other compensation.

Compensation of Executive Officers

No executive officer received any compensation for 2005.  There were no
options granted to any executive officer during 2005.

<PAGE> 30
                  CAMERA PLATFORMS INTERNATIONAL, INC.

Item 12 - Security Ownership of Certain Beneficial Owners and Management
Security Ownership of Certain Beneficial Owners

The following table sets forth information with respect to those persons known
by the Company to own beneficially more than 5% of the Company's common stock
as of March 22, 2006.

<TABLE>
<CAPTION>
                                      Amount and Nature
Name and Address of                     of Beneficial         Percent of
Beneficial Owner                         Ownership              Class

<S>                                   <C>                       <C>
Herbert Wolas                           6,684,054 (1)            27.3% (4)
1875 Century Park East, Suite 600
Los Angeles, CA 90067

Martin Perellis                         6,684,054 (2)            27.3% (4)
7860 Torreyson Drive
Los Angeles, CA 90046

William O. Fleischman                   5,703,168 (3)            23.7% (4)
1900 Avenue of the Stars, Suite 2410
Los Angeles, CA 90067

</TABLE>

(1) Consists of (a) 5,934,054 share owned by the Wolas Family Limited
    Partnership.  Mr. Wolas' children and a trust for the benefit of his
    grandchildren, and (b) 450,000 shares which would be issued upon the
    exercise of warrants issued to DOOFF, LLC in the aggregate amount of
    900,000 warrants (Mr. Wolas owns 50% of the membership interest in
    DOOFF LLC), and (c) 300,000 shares which would be issued upon the
    exercise of stock options issued to Mr. Wolas as a director of the
    Company.

(2) Consists of (a) 5,934,054 shares owned by the Perellis 2000 Trust of
    which Mr. Perellis is a beneficiary, and (b) 450,000 shares which would
    be issued upon the exercise of warrants issued to DOOFF LLC in the
    aggregate amount of 900,000 warrants (Mr. Perellis owns 50% of the
    membership interest in DOOFF LLC), and (c) 300,000 shares which would
    be issued upon the exercise of stock options issued to Mr. Perellis as a
    director of the Company.

(3) Consists of (a) 5,403,168 shares of the Company's common stock owned by
    SAC, of which Mr. Fleischman's minor child is the owner of 64% of the
    outstanding shares, and (b)300,000 shares which would be issued upon
    the exercise of stock options issued to Mr. Fleischman as a director
    of the Company.

(4) Percentage is based on the shares of the Company's common stock which
    would be outstanding upon giving effect to the assumed exercise of
    the warrants and options referenced above.

Security Ownership of Management

The following table sets forth information with respect to shares of the
Company's outstanding common stock which are owned beneficially by each
director and nominee and the aggregate number of shares owned

<PAGE> 31
                CAMERA PLATFORMS INTERNATIONAL, INC.

beneficially by all directors, nominees and officers as a group as of
March 22, 2006.

<TABLE>
<CAPTION>
                                    Amount and Nature
Name                                  of Beneficial        Percent of
Beneficial Owner                        Ownership             Class

<S>                                   <C>                   <C>
Martin Perellis                         6,684,054 (1)         27.3% (3)
William O. Fleischman                   5,703,168 (2)         23.7% (3)
Rick Hicks                                300,000               -
                                       ----------             -----
All officers and directors as a
  group (3 persons)                    12,687,222             51.0%
                                       ==========             =====
</TABLE>

(1) Consists of (a) 5,934,054 shares owned by the Perellis 2000 Trust of
    which Mr. Perellis is a beneficiary, and (b) 900,000 shares which would
    be issued upon the exercise of warrants issued to DOOFF LLC in the
    aggregate amount of 900,000 warrants (Mr. Perellis owns 50% of the
    membership interest in DOOFF LLC), and (c) 300,000 shares which would
    be issued upon the exercise of stock options issued to Mr. Perellis as a
    director of the Company.

(2) Consists of (a) 5,403,168 shares of the Company's common stock owned by
    SAC, of which Mr. Fleischman's minor child is the owner of 64% of the
    outstanding shares, and (b)300,000 shares which would be issued upon
    the exercise of stock options issued to Mr. Fleischman as a director
    of the Company.

(3) Percentage is based on the shares of the Company's common stock which
    would be outstanding upon giving effect to the assumed exercise of
    the warrants and options referenced above.

Item 13 - Certain Relationships and Related Transactions

A director of the Company, Mr. Martin Perellis, and a principal shareholder,
Mr. Herbert Wolas, are principals of DOOFF LLC, the Company's secured lender.

Item 14 - Principal Accountant Fees and Services

(1) Audit Fees - The aggregate fees billed for each of the last two fiscal
years for professional services rendered by Rose, Snyder & Jacobs, the
Company's principal accountant, for the audit of the Company's annual
financial statements and review of the financials statements included in the
Company's Form 10-Q are as follows:

<TABLE>
<CAPTION>

                           Billings for the      Billings for the
                           Fiscal Year Ended     Fiscal Year Ended
                           December 31, 2005     December 31, 2004
<s>                    <c>                       <c>

Rose, Snyder & Jacobs          $32,045                 $26,395

</TABLE>

(2) Audit-Related Fees - No other Audit-Related fees were billed in the last
    two fiscal years.

(3) Tax Fees  - Tax preparation fees were $2,575 in 2005 and $2,575 in 2004.

(4) All Other Fees  - No other fees were billed in the last two fiscal years.

(5) Prior the engagement of Rose, Snyder & Jacobs as the Company's independent
    auditors, the Company's Board of Directors, acting as the Audit Committee,
    approved the engagement and determined that Rose, Snyder & Jacobs was
    qualified and independent in both fact and appearance.  The Board of
    Directors conducted a review of fees and compensation arrangements,
    prior or current business relationships and other services performed by
    Rose, Snyder & Jacobs for the Company in making this determination.


<PAGE> 32
                   CAMERA PLATFORMS INTERNATIONAL, INC.


Item 15 - Exhibits, Financial Statement Schedules, and Reports on Form 8-K

(a)	The financial statements and financial statement schedules filed as part
      of this report are listed on the Index to Financial Statements and
      Schedules on page 16.

<TABLE>
<CAPTION>
               Exhibits
<S>         <C>
3.1  (1)     Certificate of Incorporation, as amended.
3.2  (2)     By-Laws, as amended.
10.1 (3)     Form of Non-Statutory Stock Option Agreement.
10.2 (4)     Company's 1990 Stock Option Plan.
2.1  (5)     Second Amended Plan of Reorganization dated as of April 17, 2000
21.1         Subsidiaries of Registrant.
31.1         Certification of Chairman of the Board and Chief Financial Officer
31.2         Certification of Chief Executive Officer
32           Certification Pursuant to Section 906 of the Sarbanes-Oxley Act
             of 2002.

</TABLE>

(1)   Incorporated by reference to the Company's Form 10-K Annual Report for
      the year ended December 31, 1987.
(2)   Incorporated by reference to the Company's Form 10-K Annual Report for
      the year ended December 31, 1988.
(3)   Incorporated by reference to the Company's Form 10-K Annual Report for
      the year ended December 31, 1989.
(4)	Incorporated by reference to the Company's Registration Statement
      No. 33-37401 on Form S-8, filed on October 23, 1990.
(5)	Incorporated by reference to the Company's Form 10-K Annual Report for
      the year ended December 31, 2000.


(b)   Reports on Form 8-K

	The Company filed no reports on Form 8-K during the quarter ended
      December 31, 2005.

(c)   Exhibits

      All exhibits required by Item 601 of Regulation S-K have been filed.

(d)   Financial Statement Schedules

      All other financial statement schedules which are required by the
      regulations of the Securities and Exchange Commission are either
      inapplicable or are included as part of Item 8 herein.



<PAGE> 33
                      CAMERA PLATFORMS INTERNATIONAL, INC.

                                    SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Company has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.

    Dated:        March 22, 2006

                              CAMERA PLATFORMS INTERNATIONAL, INC

                                By: S/Martin Perellis
                                    Martin Perellis
                                    Chairman of the Board,
                                    Chief Executive and Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following officers and directors of Camera
Platforms International, Inc., on behalf of the Company, in the capacities
and on the dates indicated.


March 22, 2006               Chairman of the Board,
                             Chief Executive and Chief Financial Officer
                                         By: S/Martin Perellis
                                               Martin Perellis

March 22, 2006               Director
                                         By: S/William O. Fleischman
                                               William O. Fleischman

March 22, 2006               Director
                                         By: S/Rick Hicks
                                               Rick Hicks




