TABLE OF CONTENTS



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|PART I.           |                                          |                                                                                                                                                              |    |     
|                  | ITEM 1. FINANCIAL STATEMENTS             |                                                                                                                                                              |    | 3    |  
|                  |                                          | Unaudited Balance Sheet as of June 30, 2004                                                                                                                  |    |      | 4 | 
|                  |                                          | Unaudited
      Statement of Operations for the period from inception to June 30, 2004 and for the three and six month periods ending June 30, 2004 and 2003 |    |      | 5 | 
|                  |                                          | Unaudited
      Statement of Cash Flows for the six months ended June 30, 2004 and 2003 and the period from inception to June 30, 2004                       |    |      | 6 | 
|                  |                                          | Notes to Unaudited Financial Statements                                                                                                                      |    |      | 7 | 
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|                  | ITEM 2. MANAGEMENT'S PLAN OF OPERATION   |                                                                                                                                                              |    | 9    |  
|                  | ITEM 3. CONTROLS AND PROCEDURES          |                                                                                                                                                              |    | 11   |  
|PART II.          |                                          |                                                                                                                                                              |    |     
|                  | ITEM 1. LEGAL PROCEEDINGS                |                                                                                                                                                              |    | 11   |  
|                  | ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K |                                                                                                                                                              |    | 11   |  
|                  | SIGNATURES                               |                                                                                                                                                              |    | 12   |  
|INDEX TO EXHIBITS |                                          |                                                                                                                                                              | 13 |     

### INDEX TO EXHIBITS

|Exhibit No. | Page No. | Description                                                                                                                                                                                                                             
|----------- | -------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3(i)(a)     | *        | Articles of Incorporation of the Company (incorporated by reference to the Form 10-SB filed with the
 Securities and Exchange Commission on December 21, 1999)                                                                          
|3(i)(b)     | *        | Amended Articles of Incorporation of the Company (incorporated by reference to the Form 10-SB filed with
 the Securities and Exchange Commission on December 21, 1999)                                                                  
|3(ii)       | *        | Bylaws of the Company (incorporated by reference to the Form 10-SB filed with the Securities and Exchange
 Commission on December 21, 1999)                                                                                             
|10(i)       | *        | Debt Settlement Agreement with International Portfolio Management, Ltd., dated November 4, 2002 (incorporated
 by reference to the Form 10-KSB filed with the Securities and Exchange Commission on April 10, 2003).                    
|10(ii)      | *        | Debt Settlement Agreement between the Company and Zmax Capital Corp. dated May 1, 2003 (incorporated
 by reference to the Form 10-QSB filed with the Securities and Exchange Commission on May 15, 2003)                                
|10(iii)     | *        | Debt Settlement Agreement between the Company and Shafiq Nazerali dated May 1, 2003 filed with the Securities
 and Exchange Commission on May 15, 2003                                                                                  
|10(iv)      | *        | Debt Settlement Agreement between the Company and Zmax Capital Corp. dated May 1, 2003 filed with the
 Securities and Exchange Commission on May 15, 2003)                                                                              
|10(v)       | *        | Stock Exchange Agreement between the Company and the Elite Companies dated June 5, 2003 (incorporated
 by reference to the Form 8-K filed with the Securities and Exchange Commission on July 23, 2003)                                 
|10(vi)      | *        | Mutual Rescission of Stock Exchange Agreement between the Company and the Elite Companies dated September
 25, 2003 (incorporated by reference to the Form 8-K filed with the Securities and Exchange Commission
 on September 26, 2003)
|10(vii)     | *        | Debt Settlement Agreement between the Company and Shafiq Nazerali dated September 30, 2003. (incorporated
 by reference to the Form 10-QSB filed with the Securities and Exchange Commission on November 19, 2003)                      
|10(viii)    | *        | Debt Settlement Agreement between the Company and Zmax Capital Corp. dated September 30, 2003. (incorporated
 by reference to the Form 10-QSB filed with the Securities and Exchange Commission on November 19, 2003)                   
|14          | *        | Code of Ethics adopted March 30, 2004 (incorporated by reference to the Form 10-KSB/A filed with the
 Securities and Exchange Commission on April 2, 2004                                                                               
|31          | Attached | Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14 of the
 Securities and Exchange Act of 1934 as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley
 Act of 200           
|32          | Attached | Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section
 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002