                   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, 2006
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 February 20, 2007 was $712,229 (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 February 20, 2007.



<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                                     5

Item 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS   5

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                                   12

Item 9.     CHANGES IN AND DISAGREEMENTS WITH
            ACCOUNTANTS ON ACCOUNTING OR FINANCIAL
            DISCLOSURES                                          28

Item 9A.	CONTROLS AND PROCEDURES                              28

Item 9B.    OTHER INFORMATION                                    28

PART III

Item 10.    DIRECTORS AND EXECUTIVE OFFICERS OF THE
            REGISTRANT                                           28

Item 11.    EXECUTIVE COMPENSATION                               30

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

Item 13.	CERTAIN RELATIONSHIPS AND RELATED
            TRANSACTIONS                                         32

Item 14.    PRINCIPAL ACCOUNTANT FEES AND SERVICES               32

PART IV

Item 15.    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES           33

		SIGNATURES                                           34


</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 conjunction with them.

Sale of Assets

On January 30, 2007, the Company entered into an Asset Purchase Agreement
("the Agreement") with Moving Vehicular Platforms, Inc. ("MVP") a California
Corporation to sell substantially all of its assets.  MVP agreed to pay a total
purchase price of $500,000, of which $25,000 was received on December 13, 2006
as an option advance under a non-binding letter of intent.  Another
$25,000 was paid concurrently with the execution of the Agreement.  The balance
of the purchase price is due at closing.  A condition of closing is that MVP
shall have received a loan for the balance of the purchase price under
substantially similar terms as those contemplated by a conditional commitment
letter from City National Bank provided by MVP to the Company. The sale must
close by April 30, 2007.  The Company plans to use the net proceeds from the
sale to make payments on loans made to it by DOOFF, LLC, a related party.

In addition, the Agreement calls for MVP to enter into a sublease agreement for
the Company's premises at 10909 Vanowen Street in North Hollywood,
California.

Immediately after the consummation of the asset sale, the Company will have
no operating business or sources of revenues.

General

Shotmaker equipment has been used to film many of the top recent U.S. movies
including Evan Almighty, Comanche Moon, No Country for Old Men, Valley of
Elah, Resident Evil 3, and Chasers. In addition, a number of prime time
television programs and series use Shotmaker equipment, such as CSI Miami,
ER, Monk, Veronica Mars, Scrubs, Brothers and Sisters, and Repo. Commercials
for Mazda, GMC, Clairol, Nissan, Ford, Acura, Mazda and other national and
international brands were filmed using the Company's equipment.
                                                         .
Products

The Shotmaker Camera Car fleet currently consists of 7 camera cars, which
include one Shotmaker "Elite Plus", two Shotmaker "Elites" (both non-
operational), one Shotmaker "Premier Plus", and three 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.

<PAGE> 4
                CAMERA PLATFORMS INTERNATIONAL, INC.

Competition.  In recent years several fleets of newer camera cars have
emerged featuring AC electricity availability, greater generator power,
more comfortable working environments for directors and cinematographers,
and lower, o-the-ground process trailers, which have affected the
Company's competitiveness and has resulted in reduced rental revenues.

During the fourth quarter of 2004 and continuing through 2006, the Company
sold a 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. In 2006 the Company sold several camera cars,
tow dollies and cranes to a Canadian company. As stated above, in January
of 2007, the Company entered into an agreement to sell substantially all of
its assets.

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 February 20, 2007.  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. In January of 2007, the Company
entered into an agreement to sell substantially all of its assets.
Immediately after the consummation of the asset sale, the Company will have
no operating business or sources of revenues.

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 not involved in any legal proceedings.

<PAGE> 5
                CAMERA PLATFORMS INTERNATIONAL, INC.

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 2006.

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>

2004  1st Quarter................................................  .04   .03
      2nd Quarter................................................  .03   .03
      3rd Quarter................................................  .03   .03
      4th Quarter................................................  .04   .03

2005  1st Quarter................................................  .03   .03
	2nd Quarter................................................  .06   .04
	3rd Quarter................................................  .04   .04
      4th Quarter................................................  .05   .04

2006  1st Quarter................................................  .04   .04
      2nd Quarter................................................  .04   .04
	3rd Quarter................................................  .04   .04
      4th Quarter................................................  .04   .03

2007  1st Quarter................................................  .03   .03


</TABLE>

As of February 20, 2007, there were approximately 1500 beneficial owners of
23,740,964 outstanding shares of the Company's common stock, held by
approximately 500 shareholders of record.

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

<PAGE> 6
                   CAMERA PLATFORMS INTERNATIONAL, INC.


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

Year ended 12/31            2006          2005         2004        2003         2002
----------------          ----------   ----------  ----------   ----------   ----------

<s>                     <c>          <c>          <c>          <c>          <c>
Revenues                   $343,000     $326,000     $644,000     $704,000     $784,000
Net Loss                    (87,000)     (85,000)    (117,000)    (156,000)    (756,000)
Total assets                101,000       60,000       79,000      130,000      106,000
Long-term debt                  -           -            -       1,734,000    1,725,000
Net  income (loss) per
 share of common stock          -         ($.01)      ($0.01)      ($0.01)      ($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,
                              2006        2005        2006          2005      2006          2005        2006          2005
                            --------------------     --------------------     --------------------     --------------------
<S>                       <C>         <C>          <C>         <C>          <C>            <C>         <C>
Revenues                    $ 59,000    $109,000    $127,000     $ 86,000     $91,000       88,000     $ 66,000    $ 44,000
Cost of sales and rentals     68,000      89,000      82,000       64,000      80,000       66,000       70,000      57,000
Selling, general and
 administrative               14,000      19,000      19,000       32,000      25,000       40,000       29,000      14,000
Contributed Management
 services                      9,000       9,000       9,000        9,000       9,000        9,000        9,000       9,000
                             -------     -------     -------      -------     -------      -------      -------     -------
Gross Profit (Loss)          (32,000)     (8,000)     17,000      (19,000)    (23,000)     (27,000)     (42,000)    (36,000)

Gain on sale of fixed assets     -        27,000     120,000       25,000         -         20,000         -         50,000
                            --------    --------     --------    --------     --------    --------     --------    --------

Operating income (loss)      (32,000)     19,000     137,000        6,000     (23,000)      (7,000)     (42,000)     14,000
Interest  expense, net       (42,000)    (43,000)    (43,000)     (42,000)    (44,000)     (42,000)     (44,000)    (42,000)
Other income
   (expense), net             11,000      11,000      14,000       19,000      11,000       11,000       10,000      11,000
                           ----------  ----------   ----------  ----------    ---------    --------   ----------  ----------
Net income (loss)           ($63,000)   ($13,000)   $108,000     ($17,000)   ($56,000)    ($38,000)    ($76,000)   ($17,000)
                           ==========  ==========   ==========  ==========    =========    ========   ==========  ==========
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.

ASSET SALE AGREEMENT

On January 30, 2007, the Company entered into an Asset Purchase Agreement
("the Agreement") with Moving Vehicular Platforms, Inc. ("MVP") a California
Corporation to sell substantially all of its assets.  MVP agreed to pay a total
purchase price of $500,000, of which $25,000 was received on December 13, 2006
as an option advance under a non-binding letter of intent.  Another
$25,000 was paid concurrently with the execution of the Agreement.  The balance
of the purchase price is due at closing.  A condition of closing is that MVP
shall have received a loan for the balance of the purchase price under
substantially similar terms as those contemplated by a conditional commitment
letter from City National Bank provided by MVP to the Company. The sale must
close by April 30, 2007.  The Company plans to use the net proceeds from the
sale to make payments on loans made to it by DOOFF, LLC, a related party.

In addition, the Agreement calls for MVP to enter into a sublease agreement for
the Company's premises at 10909 Vanowen Street in North Hollywood,
California.

Immediately after the consummation of the asset sale, the Company will have no
operating business or sources of revenues.

SIGNIFICANT 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

<PAGE> 9
                 CAMERA PLATFORMS INTERNATIONAL, INC.

affect its more significant judgments and estimates used in the preparation of
the 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.

LIQUIDITY AND CAPITAL RESOURCES

The Company has a $250,000 revolving line of credit from its secured
lender DOOFF, LLC. which matured in June, 2006, and a $1,500,000 term
loan maturing in 2010.  The Company has been in material non-compliance
with the terms of these loans, and its lender has indicated that no further
funds will be advanced.  The Company owed $193,000 under the revolving line
as of December 31, 2006. In addition, the Company has failed to make interest
payments totaling $532,000 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. The Company has reduced its workforce to two
employees and has commensurately achieved reductions in its employee
benefit expense, and rental and associated occupancy expenses.  These
cost reductions have not been sufficient to allow the company to operate with
positive cash flows even with the lender's forbearance concerning payments due
for interest and principal.  The Company sold some of its equipment in both
2005 and 2006 and used the proceeds to fund its operations. On January 30, 2007,
the Company entered into an agreement to sell substantially all of its assets
to Moving Vehicular Platforms, Inc. for $500,000.  The net proceeds from this
sale will be used to pay obligations of the Company, including loans from
DOOFF, LLC.  Immediately after the consummation of the asset sale, the Company
will have no operating business or sources of revenues.

The Company has not yet made any determination about future business plans
once the asset sale is consummated.  The Board of Directors is evaluating
several possible options, including a possible transaction in which the
Company sells or merges it public "shell" corporation with a private operating
business.

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.

<PAGE> 10
                   CAMERA PLATFORMS INTERNATIONAL, INC.

Results of Operations

2006 versus 2005

Total rental revenues were 5% higher in 2006 compared with 2005.  Cost of
rentals increased due to increased payroll and payroll-related expenses
coupled with an increase in repair and maintenance due to the overhaul of
a Shotmaker Classic.  The total increase was $24,000, or 9%.  Corporate
expenses decreased by $17,000 due primarily to lower insurance costs.
As stated in previous years, the Company faces competition from other
camera car companies that have newer fleets together with remote head
packages.  This, coupled with a general over-capacity in the industry,
has caused market share to decline.  In addition, the Company carries
the cost burden associated with being a public company and has
insufficiently profitable operations to fund these expenses.

In addition, the Agreement calls for MVP to enter into a sublease agreement
for the Company's premises at 10909 Vanowen Street in North Hollywood,
California.

Immediately after the consummation of the asset sale, the Company will
have no operating business or sources of revenues.

Fourth Quarter 2006 versus fourth quarter 2005

Total revenues for the fourth quarter of 2006 were up over 50% as
compared to 2005.  The increase was due to a three-month shoot using the
Shotmaker Elite plus.  There was an associated increase in gas and mileage
and repairs.  Corporate expenses were unchanged year to year.  During the
fourth quarter of 2005 the Company recorded a $50,000 gain on sale of
equipment.  Excluding that gain, the net loss for the fourth quarter of
2006 was $9,000 greater than 2005.

2005 versus 2004

During 2005, the Company's total rental revenue decreased by 49% from
the previous year.  8% of this decrease was due to 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.

<PAGE> 11
                 CAMERA PLATFORMS INTERNATIONAL, INC.

2004 versus 2003

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 approximately
50%.  Corporate expenses were down by $44,000, also primarily through reductions
in rent and payroll.

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, 2006 and 2005                                           15

Statements of Operations for the Years Ended
December 31, 2006, 2005 and 2004                                     16

Statements of Cash Flows for the Years Ended
December 31, 2006, 2005 and 2004                                     17

Statement of Shareholders' Deficit for the Years
ended December 31, 2006, 2005 and 2004                               19

Notes to Financial Statements                                        20

Schedule II - Valuation and Qualifying Accounts for the
   Years Ended December 31, 2006, 2005 and 2004                      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, 2006 and 2005,
and the related statements of operations, shareholders' deficit and
cash flows for the years ended December 31, 2006, 2005 and 2004.
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. The
Company is not required to have, nor were we engaged to perform an audit
of its internal control over financial reporting.  Our audit included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the
Company's internal control over financial reporting.  Accordingly, we
express no such opinion.  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, 2006 and 2005, and the results of its
operations and its cash flows for the years ended December 31, 2006, 2005
and 2004 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.  Management'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, 2006.  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
January 30, 2007


<PAGE> 14
                  CAMERA PLATFORMS INTERNATIONAL, INC.
                              BALANCE SHEETS
                         December 31, 2006 and 2005
<TABLE>
<CAPTION>
                                                      2006          2005
<S>                                               <C>        <C>
	                            ASSETS

Current Assets
Cash                                                $36,000       $25,000
Accounts receivable, less allowance for doubtful
accounts of $0 in 2006 and $1000 in 2005              7,000         8,000
Other receivables - Note 13                          25,000          -
Prepaid expenses and other current assets            11,000         5,000
                                                     ------        ------

        Total current assets                        $79,000       $38,000

Property and equipment, net of depreciation,
 amortization and rental asset valuation
 allowance - Note 3                                    -             -
Deposits and other assets                            22,000        22,000
                                                    -------       -------
                                                   $101,000       $60,000
                                                    =======       =======
           LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities
Accounts payable                                      $6,000       $6,000
Deposit on sale of assets - Note 13                   25,000         -
Accrued interest - Note 5                            532,000      530,000
Accrued expenses                                      25,000       23,000
Accrued taxes                                         19,000       26,000
Note payable - bank - Note 4                          70,000         -
Notes payable - related party - Notes 5 and 12     1,693,000    1,693,000
                                                   ---------      -------

         Total current liabilities                 2,370,000    2,278,000

Commitments and Contingencies - Notes 5 and 9

Shareholders' Deficit

Common stock $.0005 par value; 100,000,000
shares authorized; 23,740,964 shares issued
and outstanding - Notes 1 and 8                       12,000       12,000
Additional paid-in capital - Note 12              27,121,000   27,085,000
Accumulated deficit                              (29,402,000) (29,315,000)
                                                 ------------ ------------

Total shareholders' Deficit                       (2,269,000)  (2,218,000)
                                                  -----------  -----------

                                                    $101,000      $60,000
                                                  ===========  ===========
</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, 2006, 2005 and 2004

<TABLE>
<CAPTION>
                                               2006         2005          2004
<S>                                       <C>          <C>          <C>

Revenues from rental operations              $343,000     $326,000     $644,000
                                             --------     --------     --------
                                              343,000      326,000      644,000

Expenses
Cost of rental operations                     300,000      276,000      523,000
Selling, general and administrative            87,000      104,000      225,000
Contributed management services - Note 12      36,000       36,000       12,000
                                              -------     --------      -------
                                              423,000      416,000      760,000

Gain on sale of fixed assets - net - Note 3   120,000      122,000      177,000

Operating income                               40,000       32,000       61,000

Interest expense, net                        (173,000)    (170,000)    (184,000)
Other income                                   46,000       53,000        6,000
                                              -------     ---------    ---------

Net loss                                     ($87,000)   ($ 85,000)   ($117,000)
                                             =========   ==========   ==========

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>
                                                      2006         2005         2004
<S>                                               <C>          <C>          <C>
OPERATING ACTIVITIES
   Net loss                                         ($87,000)     ($85,000)    ($117,000)
      Adjustments to reconcile net
      loss to net cash used in operating
      activities:
      Depreciation and amortization                   62,000        54,000        80,000
      Change in rental asset valuation allowance     (62,000)      (57,000)      (80,000)
      (Gain) loss on disposal of equipment          (120,000)     (122,000)     (177,000)
      Contributed management services                 36,000        36,000        12,000
      Changes in assets and liabilities:
   Accounts and other receivables                      1,000        13,000        13,000
   Other current assets                               (6,000)        3,000        28,000
   Accounts payable                                     -          (12,000)      (21,000)
   Accrued interest                                    2,000        63,000       151,000
   Other current liabilities                          (5,000)      (21,000)      (10,000)
                                                     --------      --------      --------
Net cash used in operating activities               (179,000)     (128,000)     (121,000)

INVESTING ACTIVITIES
Proceeds from disposal of property
    and equipment                                    120,000       125,000       214,000
                                                    --------       --------       -------
Net cash provided by (used in)
   investing activities                              120,000       125,000       214,000
</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>
                                                     2006            2005           2004

<S>                                             <C>             <C>           <C>
FINANCING ACTIVITIES
Proceeds from borrowings of long-term debt           122,000           -           112 000
Principal payments on long-term debt                  52,000           -          (178,000)
                                                    --------        --------       --------
Net cash provided (used) by financing activities      70,000           -           (66,000)

Net increase (decrease) in cash                       11,000         (3,000)        27,000

Cash at beginning of year                            $25,000         28,000          1,000
                                                     -------        --------        -------
Cash at end of year                                  $36,000        $25,000        $28,000

Supplemental disclosure of cash flow information

Cash paid during the year for:

Interest                                           $166,000         $62,000        $18,000
Income taxes                                         $1,000          $1,000         $1,000
</TABLE>

            SEE INDEPENDENT AUDITORS' REPORT AND NOTES TO FINANCIAL STATEMENTS.

<PAGE> 18
                       CAMERA PLATFORMS INTERNATIONAL, INC.
                         STATEMENT OF SHAREHOLDERS' EQUITY
                 For the Years ended December 31, 2006, 2005 and 2004
<TABLE>
<CAPTION>
                                      Number of    Common     Paid-in     Accumulated
                                        Shares      Stock      Capital       Deficit         Total
<S>                                  <C>           <C>      <C>           <C>          <C>

Balance at
  December 31, 2004                   23,740,964    12,000    27,049,000   (29,230,000)   (2,169,000)
Contributed Management Services,
  Note ll                                 --          --          36,000         --           36,000
Net Loss for the year                     --          --            --         (85,000)      (85,000)
                                      ----------   -------   -----------  -------------  ------------

Balance at
  December 31, 2005                   23,740,964   $12,000   $27,085,000  ($29,315,000)  ($2,218,000)
Contributed Management Services,
  Note ll                                                         36,000                      36,000
Net loss for the year                     --          --                       (87,000)      (87,000)
                                      ----------   -------   -----------  -------------  ------------
Balance at
  December 31, 2006                   23,740,964   $12,000   $27,121,000  ($29,402,000)  ($2,269,000)
                                      ==========   =======   ===========  =============  ============
</TABLE>

   SEE INDEPENDENT AUDITORS' REPORT AND NOTES TO FINANCIAL STATEMENTS.

<PAGE> 19
                 CAMERA PLATFORMS INTERNATIONAL, INC.
                    NOTES TO FINANCIAL STATEMENTS
                          DECEMBER 31, 2006

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. In January 2007 the Company entered into a
conditional agreement to sell all of its assets.  See Note 13.


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 standards for computing
and presenting basic and diluted earnings per share.

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, 2006
                  See independent auditors' report

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Concentration of Credit Risk and Accounts 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 $5,000, $6,000, and $7,000
for the years ended December 31, 2006, 2005, and 2004, respectively, and were
recorded as part of selling, general and administrative expenses.  At December
31, 2006, 2005 and 2004 no advertising costs were capitalized.

Stock-Based Compensation

In December 2004, the FASB issued SFAS No. 123(R),"Share-Based Payment".
SFAS 123(R) amends SFAS No. 123,"Accounting for Stock-Based Compensation",
and APB Opinion 25,"Accounting for Stock Issued to Employees." SFAS
No.123(R) requires that the cost of share-based payment transactions
(including those with employees and non-employees) be recognized in the
financial statements. SFAS No. 123(R) applies to all share-based payment
transactions in which an entity acquires goods or services by issuing (or
offering to issue) its shares, share options, or other equity instruments
(except for those held by an ESOP) or by incurring liabilities (1) in
amounts based (even in part) on the price of the entity's shares or other
equity instruments, or (2) that require (or may require) settlement by the
issuance of an entity's shares or other equity instruments. This statement
is effective for public companies qualifying as SEC small business issuers
for the fiscal year beginning after December 15, 2005.

Effective January 1, 2006, the Company adopted Statement of Financial Accounting
Standards ("SFAS") No. 123R, Share-Based Payment, using the modified
prospective method. Under this method, compensation cost recognized during
the year December 31, 2006 includes compensation cost for all
share-based payments granted prior to, but not yet vested as of January 1,
2006, based on the grant date fair value estimated in accordance with the
original provisions of SFAS No. 123 amortized over the remaining vesting
period for such options. There were no options granted during the year
ended December 31, 2006. The implementation of the provisions of SFAS No. 123R
on January 1, 2006 resulted in no additional compensation costs.

                  See independent auditors' report
<PAGE> 21
               CAMERA PLATFORMS INTERNATIONAL, INC.
                  NOTES TO FINANCIAL STATEMENTS
                        DECEMBER 31, 2006


Prior to January, the Companye accounted for employee stock options grants in
accordance with APB No. 25, and had adopted only the disclosure provisions
of SFAS No. 123, Accounting for Stock-Based Compensation. Accordingly, no
stock based compensation expense was recognized for the year ended
December 31, 2006 no options were granted during the period.

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.

Recent Accounting Pronouncements

In September 2006, the SEC released Staff Accounting Bulletin No. 108,
"Considering the Effects of Prior Year Misstatements when Quantifying
Misstatements in Current Year Financial Statements" (SAB 108). SAB 108
provides interpretive guidance on the SEC's views regarding the process of
quantifying materiality of financial statement misstatements. SAB 108 is
effective for fiscal years ending after November 15, 2006. The adoption of this
accounting pronouncement is not expected to have a material effect on the
Company's financial statements.

In September 2006, the FASB issued FAS 157 (SFAS 157), "Fair Value
Measurements". This standard defines fair value, establishes a framework
for measuring fair value in generally accepted accounting principles, and
expands disclosures about fair value measurements. This statement is effective
for financial statements issued for fiscal years beginning after
November 15, 2007. The adoption of this accounting pronouncement is not
 expected to have a material effect on the Company's financial statements.

In July 2006, the FASB issued Interpretation No. 48 (FIN No. 48), "Accounting
for Uncertainty in Income Taxes". This interpretation requires recognition and
measurement of uncertain income tax positions using a "more-likely-than-not"
approach. The provisions of FIN No. 48 are effective for fiscal years beginning
after December 15, 2006. The adoption of this accounting pronouncement is not
expected to have a material effect on the Company's financial statements.

In March 2006, the FASB issued FAS 156 (SFAS No. 156), "Accounting for Servicing
of Financial Assets" - an amendment of FASB Statement No. 140. This standard
clarifies when to separately account for servicing rights, requires servicing
rights to be separately recognized initially at fair value, and provides the
option of subsequently accounting for servicing rights at either fair value or
under the amortization method. The standard is effective for fiscal years
beginning after September 15, 2006 but can be adopted early as long as financial
statements for the fiscal year in which early adoption is elected, including
interim statements, have not yet been issued. The adoption of this accounting
pronouncement is not expected to have a material effect on the Company's
financial statements.

In February 2006, the FASB issued FAS 155 (SFAS No. 155), "Accounting for
Certain Hybrid Financial Instruments" - an amendment of FASB Statement Nos.
133 and 140 This statement permits fair value remeasurement for any hybrid
financial instrument that contains an embedded derivative that would otherwise
have to be accounted for separately. The new statement also requires companies
to identify interests in securitized financial assets that are freestanding
derivatives or contain embedded derivatives that would have to be accounted
for separately, clarifies which interest-and principal-only strips are subject
to Statement 133, and amend Statement 140 to revise the conditions of a


                  See independent auditors' report
<PAGE> 22
               CAMERA PLATFORMS INTERNATIONAL, INC.
                  NOTES TO FINANCIAL STATEMENTS
                        DECEMBER 31, 2006



qualifying special purpose entity due to the new requirement to identify
whether interests in securitized financial assets are freestanding derivatives
or contain embedded derivates. This statement is effective for all financial
instruments acquired or issued after the beginning of an entity's first fiscal
year that begins after September 15, 2006, but can be adopted early as long as
financial statements for the fiscal year in which early adoption is elected,
including interim statements, have not yet been issued. The adoption of this
accounting pronouncement is not expected to have a material effect on the
Company's consolidated financial statements.

In March 2005, the FASB issued Interpretation No. 47 (FIN No. 47), Accounting
for "Conditional Asset Retirement Obligations, an Interpretation of FASB
Statement No. 143". This interpretation clarifies the timing for recording
certain asset retirement obligations required by FASB Statement No. 143,
"Accounting for Asset Retirement Obligations". The provisions of FIN No. 47
are effective for years ending after December 15, 2005. The adoption of this
accounting pronouncement did not have a material effect on the Company's
financial statements.

In May 2005, the FASB issued SFAS No. 154, "Accounting Changes and Error
Corrections - a replacement of Accounting Principles Board Opinion ("APB")
Opinion No. 20 and FASB Statement No. 3". This statement applies to all
voluntary changes in accounting principle and changes required by an
accounting pronouncement where no specific transition provisions are
included. SFAS 154 requires retrospective application to prior periods'
financial statements of changes in accounting principle, unless it is
impracticable to determine either the period-specific effects or the
cumulative effect of the change. Retrospective application is limited to
the direct effects of the change; the indirect effects should be recognized
in the period of the change. This statement carries forward without change
the guidance contained in APB Opinion No. 20 for reporting the correction of
an error in previously issued financial statements and a change in accounting
estimate. However, SFAS 154 redefines restatement as the revising of
previously issued financial statements to reflect the correction of an error.
The provisions of SFAS 154 are effective for accounting changes and
corrections of errors made in fiscal periods that begin after December 15,
2005, although early adoption is permitted. The adoption of this accounting
pronouncement did not have a material effect on the Company's financial
statements.

In December 2004, the FASB issued SFAS No. 153, "Exchanges of Nonmonetary
Assets, an amendment of APB Opinion No. 29". SFAS No. 153 is based on the
principle that exchanges of nonmonetary assets should be measured based on the
fair value of the assets exchanged. APB Opinion No. 29, "Accounting for
Nonmonetary Transactions," provided an exception to its basic measurement
principle (fair value) for exchanges of similar productive assets. Under APB
Opinion No. 29, an exchange of a productive asset for a similar productive
asset was based on the recorded amount of the asset relinquished. SFAS No. 153
eliminates this exception and replaces it with an exception of exchanges of
nonmonetary assets that do not have commercial substance. The provisions of
this Statement are effective for nonmonetary asset exchanges occurring in fiscal
periods beginning after June 15, 2005. The adoption of this accounting
pronouncement did not have a material effect on the Company's financial
statements.

In November 2004, the FASB issued SFAS No. 151, "Inventory Costs, an amendment
of Accounting Research Bulletin No. 43, Chapter 4". SFAS No. 151 requires that
abnormal amounts of idle facility expense, freight, handling costs and wasted
materials (spoilage) be recorded as current period charges and that the
allocation of fixed production overhead to inventory be based on the normal
capacity of the production facilities. SFAS No. 151 was effective for the
fiscal year beginning on October 1, 2005. The adoption of this accounting
pronouncement did not have a material effect on the Company's financial
statements.

<PAGE> 23
               CAMERA PLATFORMS INTERNATIONAL, INC.
                  NOTES TO FINANCIAL STATEMENTS
                        DECEMBER 31, 2006

SEGMENT REPORTING

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.

Certain amounts from 2005 have been reclassified to conform to the 2006
presentation.

3. PROPERTY AND EQUIPMENT
<TABLE>
<CAPTION>
                                                         December 31,
                                                      2006            2005
<S>                                              <C>              <C>
Equipment available for lease                     $2,484,000        2,986,000
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           29,000
                                                   ---------        ---------
                                                   2,641,000        3,143,000

Less accumulated depreciation and amortization    $2,621,000       $3,047 000
Less rental asset valuation allowance                 20,000           96,000
                                                  ----------        ---------
                                                      --                 --
</TABLE>

During 2004, the Company sold equipment with original costs totaling
$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 totaling $1,179,000.  The Company received $125,000,
recording a gain of $122,000 and adjusting the asset valuation allowance
by $3,000.

During 2006, the Company sold fully depreciated equipment and trucks with
original costs totaling $502,000.  The Company received $120,000,
recording a gain of the same amount.

4. NOTE PAYABLE - BANK

On June 14, 2006, the Company entered into a loan agreement with a non-
affiliated bank.  The Company borrowed $100,000 at prime (8.25% at December 31,
2006) with payments of $5,000 per month plus interest.  The remaining
unpaid balance is due June 10, 2007.  The loan is guaranteed by a trust
controlled by one of the principal shareholders of the Company.  The loan
proceeds were used to pay a portion of past due interest due to DOOFF LLC.

<PAGE> 24
               CAMERA PLATFORMS INTERNATIONAL, INC.
                  NOTES TO FINANCIAL STATEMENTS
                        DECEMBER 31, 2006

5. NOTES PAYABLE - RELATED PARTY

Notes payable - related party consist 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 2006 and also secured by all the assets of
the Company.  The balance outstanding on this line of credit was $193,000 at
both December 31, 2006 and 2005. These loans are with DOOFF,LLC.
One director and two principal shareholders of the Company are also
principals of DOOFF, LLC.  As of December 31, 2006, the Company was $500,000
in arrears in its interest payments to DOOFF, LLC. and was in default under
the terms of these loans.  DOOFF, LLC has the right, under the terms of
the loans, to foreclose on the collateral.  During the year ended
December 31, 2006 the Company made interest payments to DOOFF LLC totaling
$167,000 including an offset for subrented space of $44,000 (Note 8).

Also during 2006, the Company borrowed and repaid loans totaling $22,000
made by shareholders of the Company to fund short-term cash shortfalls.

6.  LITIGATION

The Company is not involved in any litigation.

7.  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, 2006, the Company has net operating loss-carry forwards of
approximately $16 million for federal tax purposes, which expire from 2007
to 2026.  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 $1 million for California tax purposes, which expire from 2007
to 2016.

At December 31, 2006, total deferred tax assets, consisting principally of
net operating loss carryforwards, amounted to approximately $5.6 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 approximately $3 million in 2006 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.
During 2006, the Company recognized a reduction in the benefit from tax
loss carryfowards, and a commensurate decrease in the valuation allowance,
due to the expiration of tax loss carryforwards.

                  See independent auditors' report

<PAGE> 25

               CAMERA PLATFORMS INTERNATIONAL, INC.
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 2006

8.	COMMON STOCK AND STOCK OPTIONS

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

Outstanding and exercisable
   at January 1, 2004                     1,500,000            $0.11

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

Granted                                      --                  --
Exercised                                    --                  --
Terminated or expired                        --                  --
                                          ---------            -----
Outstanding and exercisable
   at December 31, 2005                   1,500,000            $0.11

Granted                                      --                  --
Exercised                                    --                  --
Terminated or expired                        --                  --
                                          ---------            -----
Outstanding and exercisable
   at December 31, 2006                   1,500,000            $0.11
                                          =========            =====
</TABLE>

There are 1,500,000 options exercisable at December 31, 2006, and the weighted
average remaining contractual life of the options outstanding is 1.5 years.

9. 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 $98,000 in 2006.

Commencing January, 2005 the Company entered into an agreement with DOOFF LLC,
its secured lender by which DOOFF LLC occupies approximately one-half of the
space leased by the Company.  The Company records the amount due to it by
DOOFF LLC under this agreement as a payment for past due interest.  Subrental
income from DOOFF, LLC, which is reported as other income, offset $44,000 of
accrued interest in 2006.

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

Year ending December 31:

2007                         $ 95,000

                  See independent auditors' report

<PAGE> 26

               CAMERA PLATFORMS INTERNATIONAL, INC.
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 2006


10. SALES TO MAJOR CUSTOMERS AND GEOGRAPHIC AREAS

No revenue derived from a single customer accounted for more than ten percent
of total revenue during 2006, 2005, or 2004.  No geographic area outside the
United States accounted for more than ten percent of total revenue during the
last three years.

11. 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, 2006 and 2005.

12. 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 each of 2006 and 2005 and $12,000 in 2004, which was recorded as an
expense and an increase to additional paid-in capital.

13. SUBSEQUENT EVENT - SALE OF ASSETS

On January 30, 2007, the Company entered into an Asset Purchase Agreement
("the Agreement") with Moving Vehicular Platforms, Inc. ("MVP") a California
Corporation to sell substantially all of its assets.  MVP agreed to pay a total
purchase price of $500,000, of which $25,000 was received on December 13, 2006
as an option advance under a non-binding letter of intent.  The funds were held
by DOOFF LLC at year end.  Another $25,000 was paid concurrently with the
execution of the Agreement.  The balance of the purchase price is due at
closing. A condition of closing is that MVP shall have received a loan for
the balance of the purchase price under substantially similar terms as those
contemplated by a conditional commitment letter from City National Bank
provided by MVP to the Company. The sale must close by April 30, 2007.  The
Company plans to use the net proceeds from the sale to make payments on loans
made to it by DOOFF, LLC, a related party.

In addition, the Agreement calls for MVP to enter into a sublease agreement
for the Company's premises at 10909 Vanowen Street in North Hollywood,
California.

Immediately after the consummation of the asset sale, the Company will have no
operating business or sources of revenues.



                  See independent auditors' report

<PAGE> 27

              CAMERA PLATFORMS INTERNATIONAL, INC.
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 2006

             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, 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
                                         ========        ==        ========      ========
YEAR ENDED DECEMBER 31, 2006
Asset valuation allowance                $ 96,000        --          76,000       $20,000
Allowance for doubtful accounts             1,000        --           1,000            -
                                         --------        --        --------      --------
                                         $ 97,000        $0         $77,000       $20,000
                                         ========        ==        ========      ========


</TABLE>

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

<PAGE> 28
                   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, 2006.
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 2006 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 February 20, 2007 for
each director and executive officer of the Company:

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

<S>                       <C>   <C>
Martin Perellis            63   Director, President, Chief Executive
                                  and Chief Financial Officer
William O. Fleischman      61   Director
Rick Hicks                 63   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> 29
                   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 with offices 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> 30
                    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 2006.  There were no
options granted to any executive officer during 2006.

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 February 20, 2007.

<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)
2211 N. Refugio Rd
Santa Ynez, CA 93460

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> 32
                CAMERA PLATFORMS INTERNATIONAL, INC.

beneficially by all directors, nominees and officers as a group as of
February 20, 2007.

<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, 2006     December 31, 2005
<s>                    <c>                       <c>

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

</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 2006 and 2005.

(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> 33
                   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, 2006.

(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> 34
                      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:    February 20, 2007

                              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 below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.


February 20, 2007            Chairman of the Board,
                             Chief Executive and Chief Financial Officer
                             By: S/Martin Perellis
                                 Martin Perellis

February 20, 2007            Director
                             By: S/William O. Fleischman
                                 William O. Fleischman

February 20, 2007            Director
                             By: S/Rick Hicks
                                 Rick Hicks




