UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-QSB


[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES ACT OF
1934

                  For the quarterly period ended July 31, 2005

                         Commission File Number 0-15382

                         GENER8XION ENTERTAINMENT, INC.
                    (Exact name as specified in its charter)

            Delaware                                          13-3341562
(State or other jurisdiction of                             (IRS Employer
 incorporation or organization)                           Identification No.)

3400 W. Cahuenga Blvd.
Hollywood, CA                                                    90068
(Address of principal executive office)                        (Zip Code)


Registrant's telephone number: (323) 874-9888






Check whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act during the last 12 months (or
for 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 ( )



Outstanding common stock, $.01 par value as of August 31, 2005: 15,940,650
shares





                         Gener8Xion Entertainment, Inc.
                          (A Development Stage Company)

                                TABLE OF CONTENTS

PART I   FINANCIAL INFORMATION

Item 1   Financial Statements (Unaudited)

         Condensed consolidated balance sheet - July 31, 2005

         Condensed consolidated statements of operations - Three months
         and nine months ended July 31, 2005 and 2004 and cumulative
         November 13, 2001 to July 31, 2005

         Consolidated statements of cash flow - Nine months ended July
         31, 2005 and 2004 and cumulative November 13, 2001 to July 31,
         2005

         Notes to consolidated financial statements - July 31, 2005

Item 2   Management's Discussion and Analysis of Financial Condition and
         Results of Operations

Item 3.  Controls and Procedures



PART II  OTHER INFORMATION

Item 1.  Legal Proceedings

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

Item 3.  Defaults upon Senior Securities

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

Item 5.  Other Information

Item 6.  Exhibits and Reports on Form 8-K


SIGNATURES




PART I - FINANCIAL INFORMATION

                         Gener8Xion Entertainment, Inc.
                          (A Development Stage Company)
                      Condensed Consolidated Balance Sheet
                                   (Unaudited)
                                  July 31, 2005

ASSETS
Current assets:
  Cash and cash equivalents                                        $     370
  Rent receivable - related party                                      4,298
                                                                   ---------
    Total current assets                                               4,668

Equipment:
  Rental equipment                                     200,000
  Production equipment                                 195,725
  Other equipment                                       11,717
                                                    ----------
                                                       407,442
  Accumulated depreciation                             126,406       281,036
                                                    ----------
Deferred private placement expenses                                   32,640
                                                                   ---------
    Total assets                                                   $ 318,344
                                                                   =========
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current liabilities:
  Accrued liabilities                                              $ 704,123
  Advance - related parties                                          166,794
  Advance - other                                                      6,600
  Loan payable, related parties                                       50,000
  Note payable                                                        27,582
                                                                   ---------
    Total current liabilities                                        955,099

Deferred rental income - related party                                 4,298

Stockholders' Deficiency:
  Preferred stock, $.01 par value, authorized
    1,000,000 shares, none issued and outstanding
  Common stock, $.01 par value, authorized
    50,000,000 shares, issued and outstanding
    15,178,750 shares                                  151,788
  Additional paid-in capital                           506,639
  Deficit accumulated during the development
     stage                                          (1,299,480)
                                                    ----------
Total stockholders' deficiency                                      (641,053)
                                                                   ---------
Total liabilities and stockholders' deficiency                     $ 318,344
                                                                   =========



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




                         Gener8Xion Entertainment, Inc..
                          (A Development Stage Company)
                 Condensed Consolidated Statements of Operations
                                   (Unaudited)


                                             Three months ended July 31,
                                             ---------------------------
                                              2005                2004
                                              ----                ----

General and administrative expenses       $  (369,407)         $   (7,143)

Rental income - related party                  12,894              12,894

Rental expense - depreciation                  (7,143)             (7,454)

Interest expense                               (1,280)             (1,316)
                                          -----------          ----------
Net loss                                  $  (364,936)         $   (3,019)
                                          ===========          ==========
Net (loss) per common share -
  basic and diluted                       $     (0.02)         $        -

Weighted average common shares
  outstanding - basic and diluted          15,178,750           6,358,750



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





                         Gener8Xion Entertainment, Inc.
                          (A Development Stage Company)
                 Condensed Consolidated Statements of Operations
                                   (Unaudited)

<TABLE>


                                                                                   Cumulative
                                                                                   Period from
                                               Nine months ended July 31,       November 13, 2001
                                               --------------------------         (inception) to
                                              2005                   2004         July 31, 2005
                                              ----                   ----       -----------------

General and administrative expenses       $(1,126,310)           $   (83,266)      $(1,677,280)

Rental income - related party                  38,682                 38,682           180,516

Rental expense - depreciation                 (21,429)               (22,126)         (102,168)

Other income - production services            320,000                      -           320,000

Interest expense                               (4,092)                (4,486)          (15,546)

Loss before income taxes                     (793,149)               (71,196)       (1,294,478)

State income taxes                             (1,369)                (1,450)           (5,002)
                                          -----------            -----------       -----------
Net income (loss)                         $  (794,518)           $   (72,646)      $(1,299,480)
                                          ===========            ===========       ===========
Net  (loss) per common share -
  basic and diluted                       $     (0.05)           $     (0.01)      $     (0.18)

Weighted average common shares
  outstanding - basic and diluted          14,622,128              6,358,750         7,126,568
</TABLE>



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




                         Gener8Xion Entertainment, Inc.
                          (A Development Stage Company)
                 Condensed Consolidated Statements of Cash Flows
                                   (Unaudited)

<TABLE>

                                                                                              Cumulative
                                                             Nine months ended               Period from
                                                                 July 31,                  November 13, 2001
                                                                 -------                    (inception) to
                                                       2005                  2004            July 31, 2005
                                                       ----                  -----          --------------

Operating activities:
Cash provided by (used in) operating
  activities                                        $ (161,032)           $  (14,595)        $  (406,234)
                                                    ----------            ----------         -----------
Investing activities:
    Purchase of rental and other
      equipment                                       (199,625)               (1,421)           (407,442)
                                                    ----------            ----------         -----------
Cash used in investing activities                     (199,625)               (1,421)           (407,442)
                                                    ----------            ----------         -----------
Financing activities:
    Advances (repayment) of advances                   164,794                     -             169,794
    Sale of common stock                                     -                     -             247,169
    Expenses in connection with
    Private placement                                  (32,640)                    -             (32,640)
    Cash received from affiliate from
      sale of stock                                          -                     -              60,250
    Services and loans contributed
      in excess of far value of
      common stock issued                                    -                     -              50,491
    Borrowings from related parties                     50,000                 7,500             157,500
    Repayments of borrowings -
      related parties                                   (9,132)               (8,334)            (23,318)
                                                    ----------            ----------         -----------
Cash provided by (used in)
  financing activities                                 173,022                  (834)            629,246
                                                    ----------            ----------         -----------
Net increase (decrease) in cash                       (187,635)              (16,850)           (184,430)

Cash and cash equivalents at
  beginning of period                                    3,205                21,854                   -
                                                    ----------            ----------         -----------
Cash and cash equivalents at
  end of period                                     $ (184,430)           $    5,004         $  (184,430)
                                                    ==========            ==========         ===========
</TABLE>


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



                         Gener8xion Entertainment, inc.
                          (A Development Stage Company)
         Notes to Unaudited Condensed Consolidated Financial Statements
                                  July 31, 2005


1 - Basis of presentation and significant accounting policies

The accompanying unaudited consolidated financial statements have been prepared
in accordance with accounting principles generally accepted in the United States
for interim financial statements pursuant to Regulation S-B. Accordingly, they
do not include all the information and footnotes required by accounting
principles generally accepted in the United States for complete financial
statements. In the opinion of management, all adjustments, (consisting of normal
recurring accruals) considered necessary for a fair presentation have been
included. Operating results for the three months and nine months ended July 31,
2005 are not necessarily indicative of operating results that may be expected
for the year ending October 31, 2005. For further information refer to the
financial statements and footnotes included in Form 10-KSB for the year ended
October 31, 2004 as filed by the Company.

The consolidated financial statements have been prepared on a going-concern
basis, which contemplates the realization of assets and the satisfaction of
liabilities in the normal course of the Company's business. The Company's
ability to continue as a going concern is dependent on various factors
including, among others, its ability to raise additional debt or equity
financing. See Note 5 for information concerning the sale of units (consisting
of common stock and warrants subsequent to July 31, 2005). There is no assurance
that additional financing will be available or at terms the Company can meet.
For the cumulative period since inception through July 31, 2005, the Company had
a net loss and negative cash flow from operations. These losses have adversely
impacted the Company's working capital position. Management had reduced its
operating costs until the quarter ended January 31, 2005 during which period
payroll and other operating expenses increased in connection with expected
future operations. The Company believes that it will be able to raise additional
debt or equity financing which will be sufficient to sustain operations through
at least July 31, 2006. Accordingly, the financial statements do not include any
adjustments to reflect the possible future effects on the recoverability and
classification of assets or the amount or classification of liabilities that may
result from the outcome of the uncertainty.

Revenues from production services (which commenced during the quarter ended
January 31, 2005) are recognized in income during the period in which the
service is rendered. The services performed during the nine months ended July
31, 2005 consisted of distribution and production services for a joint venture
in which the Company's Chief Executive Officer/principal shareholder has a
minority interest.

The Company will be filing amendments on Form 10-QSB/A in response to comments
received by the Company from the Staff of the Securities and Exchange
Commission. Those amendments will amend and replace in its entirety our
disclosure in Item 1 and Item of our quarterly report on Form 10-QSB for the
quarters ended January 31, 2005 and April 30, 2005. The amendments reflect
compensation expense of $184,800 for common stock issued to Matthew Crouch in
the first quarter of 2005 which have been valued at $0.03 per common stock. A
summary of the impact of this correction to the Company's financial statements
for the first nine months of fiscal 2005 is as follows:




Net income for QE January 31,2005 as reported was $60,082 & earnings per share
was 0; net loss for QE January 31, 2005 after restatement was $(124,718) and
loss per share was $(0.01).

Net loss for QE April 30, 2005 as reported was $(304,864) and net loss per share
was $(0.02); there were no changes in net loss for QE April30, 2005 after
restatement.

Net loss for six months ended April 30, 2005 as reported was $(244,782) & net
loss per share was $(0.02); net loss for six months ended April 30, 2005 after
restatement was $(429,582) and net loss per share was $(0.03).


2 - Shareholders' Equity

In November 2004 the Company entered into an Asset Purchase Agreement with
Matthew and Laurie Crouch and an Employment Agreement with Matthew Crouch
whereby it issued 8,800,000 shares of common stock (approximately 58% of the Of
the 8,800,000 shares of common stock issued, 6,160,000 shares were issued to
Matthew Crouch for his employment agreement which have been valued at $0.03 per
share totaling $184,800. Company's issued and outstanding shares). Mr. Crouch
was appointed Chief Executive Officer and Chairman of the Board of Directors of
the Company.

As a result of the transaction, the Company acquired all the worldwide
distribution rights owned by Matthew and Laurie Crouch to the feature film "One
Night with the King" and to a proposed animated film project, "Prodigal Son".

The employment agreement is for a period of seven years and provides for a
minimum annual salary of $350,000.

The accounting basis of the assets acquired is zero. The par value of the shares
issues has been credited to Common Stock and charged to Additional Paid in
Capital.

Further, during the nine months ended July 31, 2005 the Company issued 20,000
shares of common stock for services. General and administrative expenses has
been charged $2,000 representing the fair value of the shares, Common Stock has
been credited $200 for the par value thereof and the balance ($1,800) credited
to Additional Paid in Capital.

During the nine months ended July 31, 2005 the Company issued options to
officers, directors and consultants for the purchase of 492,000 shares of common
stock at $1.25 per share (the market price at date of grant). The options expire
in 2010.

Pro-forma disclosure in accordance with FAS 123 would be immaterial.

The number of common share equivalents excluded from net loss per share because
the effect is anti-dilutive is 542,000 shares (three months and nine months
ended July 31, 2005), 1,230,000 shares (three months and nine months ended July
31, 2004) and 686,200 (cumulative period from November 11, 2001 to July 31,
2005).


3 - Related Party Transactions

During the nine months ended July 31, 2005, the Company borrowed $50,000 from
related parties. The borrowings are payable in November 2006, with interest at
5%.per annum.




The Company rents premises from a company controlled by its principal
shareholder/Chairman/CEO for $12,000 per month under a six month lease which
expired in April 2005 and continued thereafter on a month to month basis. The
Company also prepaid two months rent.

The Company has a three-year employment agreement (through December 2007) with
its president, which provides for minimum annual compensation of $250,000.

During the nine months ended July 31, 2005 a related party advanced
approximately $166,000 by paying payroll and other expenses for the Company.


4 - Accrued Liabilities

Accrued liabilities consist of the following:

Consulting fees to a company owned by a principal shareholder        $  49,744
Compensation to officers/directors                                     465,133
Compensation to former officer/director                                 20,100
Payroll taxes                                                           57,633
Other                                                                  111,513
                                                                     ---------
                                                                     $ 704,123
                                                                     =========

5 - Subsequent Events

On August 26, 2005 the Company completed a private placement and sold 762,500
Units at $2.00 per Unit. Each Unit consists of one share of common stock and a
warrant for the purchase of one share at $4.00 per share for five years. The
Company has the option to redeem the warrants under certain conditions.

In connection with the placement the Company paid a commission of $61,000 and
issued five year warrants for the purchase of 120,000 Units at $2 per unit
(terms similar to the units described above).

The gross proceeds amounted to $1,525,000, a portion of which was used in August
2005 to pay accrued expenses and other current liabilities.





Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.

This discussion, other than historical financial information, may consist of
forward-looking statements that involve risks and uncertainties, including when
and if the Company has significant operations. Consequently, actual results may
vary from management's expectations.

RESULTS OF OPERATIONS FOR THE THREE MONTHS AND NINE MONTHS ENDED JULY 31, 2005
AS COMPARED TO THE THREE MONTHS AND NINE MONTHS ENDED JULY 31, 2004.

Rental income amounted to $12,894 for each of the three months and $38,682 for
each of the nine months ended July 31, 2005 and 2004. Related depreciation
expense was approximately $7,000 for each of the three month periods and $21,000
for each of the nine month periods.

Other income of $320,000 for the nine months ended July 31, 2005 resulted from
production and distribution services rendered by the Company to a joint venture
in which the Company's Chief Executive Officer has a minority interest. This was
the first revenue the Company earned from these services.

General and administrative expenses amounted to $369,407 for the three months
and $1,126,310 for the nine months ended July 31, 2005. This compares to $7,143
for the three months and $83,266 for the nine months ended July 31, 2004, an
increase in the 2005 periods of $362,264 for the three months and $1,043,044 for
the nine months.

During the quarter ended January 31, 2003 the Company's officers/employees and
consultant agreed not to receive compensation. Commencing in April 2003 through
January 31, 2004, the Company commenced paying a portion of the compensation and
accruing the balance. From February 2004 to October 31, 2004 the Company did not
pay or accrue regular compensation to its officers/employees and consultant and
paid for services rendered during that period on a current basis. Commencing in
November 2004 the Company has been accruing compensation to its CEO and since
January 2005 to its other officers. Further since November 2004 the Company has
been paying rent for premises. The increase in general and administrative
expenses is principally the result of the increase in compensation, related
payroll taxes and rent.

Interest expense amounted to $1,280 for the three months and $4,092 for the nine
months ended July 31, 2005 compared to $1,316 and $4,486 for the same periods in
the prior year. Interest expense relates to notes and loans from related parties
for borrowings.


Liquidity and Capital Resources

The Company's current activities and operating expenses will require raising
additional capital. In August 2005, the Company raised gross proceeds of
$1,525,000 from the sale of Units (consisting of common stock and warrants) in a
private placement. There is no assurance that additional capital will be
available. During the nine months ended July 31, 2005 the Company had a negative
cash flow from operations of $23,769 compared to negative cash flow of $14,595
for the nine month period last year. The cash flow from operations in the
current year was from advances from a related party for operating expenses, the
deferral of payment of compensation to officers, and the compensation expense
charge for the issuance of Common Stock to the CEO as part of his employment
agreement.




Investing activities during the nine month period ended July 31, 2005 consisted
of the purchase of approximately $200,000 of production equipment, there were no
significant investing activities in the same period in the prior year..

During the nine months ended July 31, 2005 the Company had cash flow of
approximately $173,000 from financing activities. This resulted from related
party borrowing of $50,000, advances from a related party of approximately
$165,000 which funds were used by the related party to pay payroll and other
expenses for the Company. Financing activities used funds to pay expenses in
connection with a proposed private placement of securities ($32,640) and
repayment of debt of approximately $9,000.

From April 2003 to January 31, 2004, the Company paid a portion of officers and
consultants compensation and accruing the balance. From February 2004 to October
31, 2004 the Company did not pay or accrue regular compensation to its
officers/employees and consultant and paid for services rendered during that
period on a current basis. Commencing in November 2004 the Company has been
accruing compensation to its CEO and since January 2005 to its other officers.
Further since November 2004 the Company has been paying rent for premises.


Critical Accounting Policies and use of Estimates

The accompanying financial statements have been prepared in accordance with
accounting principles generally accepted in the United States which requires
management to make estimates and assumptions affecting the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenue and
expenses during the reporting period. Actual results could differ from those
estimates.

Options issued to directors of the Company included above are accounted for
pursuant to Accounting Principles Board Opinion 25, "Accounting for Stock Issued
to Employees" and related interpretations, and the grant price equaled to the
fair value on the date of grant. Pro forma operating information, giving effect
to the fair value of the options has not been presented because the effect is
not material.






Item 3 - Controls and Procedures

As of July 31, 2005, an evaluation was performed under the supervision and with
the participation of the Company's management, including the Chief Executive
Officer and Chief Financial Officer, of the effectiveness of the design and
operation of the Company's disclosure controls and procedures as defined in the
Securities Act of 1934 Rules 13a-14 (c) and 15d-14(C). Based on that evaluation,
the Company's management, including the Chief Executive Officer and Chief
Financial Officer, concluded that the Company's disclosure controls and
procedures were effective as of July 31, 2005. There have been no significant
changes in the Company's internal controls or other factors that could
significantly affect internal controls subsequent to that date.






PART II

     This Form 10-QSB and our other filings with the Securities and Exchange
Commission and public announcements contain "forward-looking statements," within
the meaning of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements involve risks, uncertainties and other factors that
may cause our actual results or performance to differ materially from any
results of performance expressed or implied by those statements. Examples of
forward-looking statements include predictive statements, statements that depend
on or refer to future events or conditions, which include words such as
"expects," "anticipates," "intends," "plans," "believes," "estimates," "should,"
"would," "may" or similar expressions, or statements that involve hypothetical
events.


Item 1. Legal Proceedings

None

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

On August 26, 2005, the Company sold 762,500 Units at $2 per unit in a private
placement. Each Unit consists of one share of common stock and one warrant to
purchase one share of common stock at $4.00 per share. The warrants are
exercisable for five years and are redeemable by the Company under certain
conditions.

The Company issued and sold the securities pursuant to certain exemptions from
registration provided by Rule 506 of Regulation D and Section 4 (2) and Sections
4 (6) of the Securities Act of 1933, as amended.

Item 3. Defaults Upon Senior Securities

None



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

None

Item 5 Other Information

None

Item 6. Exhibits and Reports on Form 8-K

Form 8-K filed under date of August 26, 2005 with respect to items 3 and 9.

Exhibit 31.1 - Certification of Chief Executive Officer pursuant to Rule
13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended

Exhibit 31.2 - Certification of Chief Financial Officer pursuant to Rule
13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended

Exhibit 32 - Certification of Chief Executive Officer and Chief Financial
Officer Pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002








SIGNATURES


In accordance with the requirements of the Securities Exchange Act of 1934, the
Registrant has caused this report to be signed by the undersigned hereunto duly
authorized.


                                                GENER8XION ENTERTAINMENT, INC.


Dated: September 14, 2005                       /s/ Matthew Crouch
                                                ------------------
                                                Matthew Crouch, Chief Executive
                                                Officer and


Dated: September 14, 2005                       /s/ Marilyn Beaubien
                                                --------------------
                                                Chief Financial Officer
                                                (Principal Accounting Officer)