SECURITIES AND EXCHANGE ~~COMMISSION~~ ~~Washington, D.C. 20549~~ COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT ~~PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934~~

~~Date~~PURSUANT ofTO ~~report~~SECTION ~~(Date~~13 ~~of earliest~~OR ~~event~~15 ~~reported~~(D): ~~December~~OF ~~22, 2004~~ THE

~~AMICI~~SECURITIES ~~VENTURES,~~EXCHANGE ~~INC.(Exact Name~~ACT ofOF ~~Registrant as Specified in Charter)~~ 1934

~~New~~Date ~~York~~of report (~~State~~Date of ~~Incorporation)~~earliest ~~333-60958~~event ~~(Commission File Number~~reported): May 13~~-3963541~~, ~~(IRS Employer Identification No.)~~2005

~~511~~AMICI ~~W. 25th Street~~VENTURES, ~~Suite~~ ~~503, New York, New York (Address of principal executive offices)(Zip Code)~~ INC.

~~212-414-9600~~ (Exact Name of Registrant~~’s telephone~~ ~~number,~~as ~~including~~Specified ~~area~~in ~~code~~Charter)

~~N/A~~New York(~~Former~~State ~~name~~of ~~or address,~~Incorporation) if333-60958(Commission ~~changed~~File ~~since~~Number) ~~last~~13-3963541(IRS ~~report~~EmployerIdentification No.)

511 W. 25th Street, Suite 503, New York, New York 10001

(Address of principal executive offices) (Zip Code)

212-414-9600

(Registrant's telephone number, including area code)

N/A

(Former name or address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions.

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR240.14d-2(b))

o Soliciting material pursuant to Rule 14a-12 under Exchange Act (17 CFR240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR240.13e-4(c))

INFORMATION TO BE INCLUDED IN THE REPORT

~~Section~~Item ~~3-Securities and~~4.01. ~~Trading~~Changes ~~Markets~~ in Registrant's Certifying Accountant.

~~Item~~Effective 3May 12, 2005, Livingston Wachtell & Co.02, LLP (“LW&Co”), the principal independent accountant of the Company, completed their duties and responsibilities with respect to the Company and performed no further work for the Company. The ~~Unregistered~~report ~~Sales~~of LW&Co on the Company’s financial statements for the quarter ended December 31, 2004 and the prior two years did not contain any adverse opinions or disclaimers of ~~Equity~~ ~~Securities~~opinion. Nor were any reports modified as to uncertainty, audit scope, or accounting principles.

~~(a)~~The ~~SERIES~~Company ~~“A”~~did ~~CONVERTIBLE~~not ~~DEBENTURES~~have any disagreements with LW&Co on any matter of accounting principles or practices, financial statement disclosure, or auditing scope, procedures or reportable events.

~~Amici~~The ~~Ventures, Inc. (the “~~Company”) ~~entered~~has ~~into~~provided ~~definitive~~LW&Co ~~agreements~~with ~~for~~a ~~the~~copy ~~sale and issuance~~ of ~~convertible~~ ~~debentures,~~this ~~common~~Form ~~stock~~8K. ~~and~~A ~~warrants~~letter tofrom ~~purchase~~LW&Co ~~common stock~~ to ~~certain accredited investors in a private placement financing transaction. The Company will use~~ the ~~gross~~Securities ~~proceeds~~and ~~from~~Exchange ~~this~~Commission ~~transaction~~has ~~for~~been ~~its~~included ~~general~~as ~~working~~an ~~capital~~Exhibit ~~purposes.~~A hereto.

~~SERIES~~On “May 12, 2005, the Company engaged Rosenberg Rich Baker Berman & Company, P.A. (“RRBB” ~~CONVERTIBLE~~) ~~DEBENTURES~~as the principal accountant to review the Company’s financial statements for the quarter ended March 31, 2005 and audit the year ending June 30, 2005. During the two previous years and any subsequent period the Company did not consult RRBB regarding any of the items detailed in Regulation S-B 304(a)(2).

~~The~~By: ~~Company~~/s/ ~~has~~James ~~offered for sale an aggregate principal amount of $300,000 of convertible debentures at par~~S. These convertible debentures mature 180 days from the date of issuance... As of the date of this filing, an aggregate principal amount of $100,000 has been sold under this offering. This offering will continue until December 31, 2004. Cardwell

~~The~~James ~~outstanding principal balance of the debentures will be convertible at any time at the option of the holder into the Company’s common stock at a conversion price of $~~S.25 ~~per share. If prior to the Maturity Date~~Cardwell, the Company’s common stock is traded in a public market the Debentures are automatically convertible to shares of common stock; if upon the Maturity Date, if the Company’s common stock is not quoted for trading in a public market, then the Debenture shall be due and repayment of the principal to the Holder shall be made at 2% of the principal each week or 8% of the principal each month in accordance to the terms set forth within the debenture agreement. CFO

~~(b)~~Item ~~COMMON~~9.01. ~~STOCK~~Financial Statements and Exhibits.

~~(i)~~Exhibit ~~In August of 2004, the Company entered into definitive subscription agreements with three investors for the purchase of an aggregate of 160,000 shares of its common stock at a purchase price of $0~~16.251 Supplemental ~~per~~letter ~~share~~to orSEC ~~$40,000~~from inour ~~the~~former ~~aggregate and 100,000 shares at a price of $0~~auditor.~~30 per share or $30,000 in the aggregate.~~

(ii) The Company has entered into two agreements with Var Growth Corporation on November 4, 2004 and November 23, 2004 to provide a variety of corporate services including introducing the Company to third party marketing companies, investment bankers and other corporate promotion companies including IceColdStock.com in exchange for restricted Common Stock in the aggregate of 375,000 shares.SIGNATURES

~~(iii)~~Pursuant ~~The Company has commenced an offering pursuant~~ to ~~which~~the itrequirements ~~will offer and sell up to a maximum, aggregate~~ of ~~1,500,000~~the ~~units~~Securities ~~(“Unit(s)”).~~Exchange ~~The~~Act ~~price~~ of ~~each unit is one ($1.00) dollar for a total aggregate principal amount of $1~~1934,~~500,000.~~ ~~Each Unit sold shall include four (4) shares of its common stock, par value $0.001 per share and one (1) Series A-1 Warrant. Accordingly,~~ the ~~Company~~registrant ~~will~~has ~~issue~~duly acaused ~~maximum~~this ofreport ~~6,000,000~~to ~~shares~~be ofsigned on its ~~common~~behalf ~~stock~~by to the ~~investors~~undersigned ~~who~~hereunto ~~are~~duly ~~purchasing common stock in this transaction~~authorized. ~~This is a no minimum offering.~~

~~All~~Amici ~~of the outstanding shares of common stock of the Company are~~Ventures, and all shares of common stock of the Company which may be issued in this offering will be, when issued, duly authorized and validly issued, fully paid and non-assessable and not subject to any preemptive rightsInc.

~~As of the date of this filing, an aggregate of 100,000 Units have been sold resulting in the issuance of 400,000 shares to date. This offering will continue until July 1, 2005.~~ (Registrant)

~~The~~Dated: ~~Company~~May will issue warrants to purchase shares of its common stock ($0.001 par value) for investors who are purchasing Units as part of its common stock offering. Provided the stock subscription is fully subscribed13, the Company will issue 1,500,000 warrants that will allow a purchase up to 1,500,000 shares of its common stock. Each Unit entitles the holder thereof to purchase one (1) share of the Company’s common stock at a price of $0.50 per share for a period of three (3) years from the date of issuance. The aggregate principle amount of $750,000 will be raised through this offering. This is a no minimum offering. 2005

~~EXEMPTION~~/s/ ~~FROM~~Victoria ~~REGISTRATION~~Maxwell

~~The~~Victoria ~~securities issued in the private placement financing transaction were issued without registration with the Commission~~Maxwell, ~~pursuant~~ to Section 4(2) of the Securities Act of 1933, as amended, and/or Rule 506 of Regulation D promulgated thereunder. The securities were offered and sold only to accredited investors as defined in Regulation D This exemption applies because the Company did not make any public offer to sell any securities, but rather, the Company only offered securities to persons known to the Company to be accredited investors and only sold securities to persons who represented to the Company in writing that they are accredited investors. Secretary

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Amici Ventures, Inc.(Registrant)By: /s/ “James S. Cardwell”

James S. Cardwell, Chief Financial OfficerDated: December 22, 2004

Filing Compare · Sibling Entertainment Group, Inc.