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TABLE OF CONTENTS



|          |                                                                                                      |  |  |      |  | 
|--------- | ---------------------------------------------------------------------------------------------------- |  |  | ---- |  | 
|          |                                                                                                      |  |  | Page
|          |                                                                                                      |  |  |     
|PART I.   |                                                                                                      |  |  |     
|          | Item     1.     Description of Business                                                              |  |  | 3    | 
|          | Item     2.     Description of Property                                                              |  |  | 6    | 
|          | Item     3.     Legal Proceedings                                                                    |  |  | 6    | 
|          | Item     4.     Submission of Matters to a Vote of Security Holders                                  |  |  | 6    | 
|PART II.  |                                                                                                      |  |  |     
|          | Item     5.     Market for Common Equity and Related Stockholder Matters                             |  |  | 6    | 
|          | Item     6.     Plan of Operation                                                                    |  |  | 9    | 
|          | Item     7.     Financial Statements                                                                 |  |  | 12   | 
|          | Item     8.     Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |  |  | 13   | 
|          | Item     8A.  Controls and Procedures                                                                |  |  | 13   | 
|PART III. |                                                                                                      |  |  |     
|          | Item     9.       Directors and Executive Officer                                                    |  |  | 14   | 
|          | Item     10.     Executive Compensation                                                              |  |  | 15   | 
|          | Item     11.     Security Ownership of Certain Beneficial Owners and Management                      |  |  | 16   | 
|          | Item     12.     Certain Relationships and Related Transactions                                      |  |  | 17   | 
|          | Item     13.     Exhibits, List and Reports on Form 8-K                                              |  |  | 17   | 
|          | Item     14.     Principal Accountant Fees and Services                                              |  |  | 17   | 
|          | Signatures                                                                                           |  |  | 19   | 
|          | Index to Exhibits                                                                                    |  |  | 20   | 
|          |                                                                                                      |  |  |     

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### INDEX TO EXHIBITS

|Exhibit No. | Page No. | Description                                                                                                                                                                                                                                                
|----------- | -------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3(i)(a)     | *        | Articles of  Incorporation  of the Company  (incorporated  by reference from the Form 10-SB filed with the
                             Commission on April 17, 2000)                                                                                      
|3(i)(b)     | *        | Amendment to Articles of  Incorporation  of the Company  (incorporated  by  reference  from the Form 10-SB
                             filed with the Commission on April 17, 2000)                                                                       
|3(i)(c)     | *        | Amendment to Articles of  Incorporation  of the Company  (incorporated  by  reference  from the Form 10-SB
                             filed with the Commission on April 17, 2000)                                                                       
|3(i)(d)     | *        | Amended and Restated  Articles of  Incorporation  of the  Company(incorporated  by reference from the Form
                             10-SB filed with the Commission on April 17, 2000)                                                                 
|3(i)(e)     | *        | Amended and Restated  Articles of  Incorporation  of the  Company(incorporated  by reference from the Form
                             10-QSB filed with the Commission on November 17, 2003)                                                             
|3(ii)       | *        | Bylaws of the Company  (incorporated  by reference  from the Form 10-SB filed with the Commission on April
                             17, 2000)                                                                                                          
|10(i)       | *        | Intellectual  Property  Assignment and Sale  Agreement  between the Company and Sellers  (incorporated  by
                             reference from the Form 8-K filed with the Commission on February 12, 2002)                                        
|10(ii)      | *        | Secured Loan Agreement  Incorporated  by reference from the Form 8-K filed with the Commission on February
                             12, 2002                                                                                                           
|10(iii)     | *        | Amendment to Intellectual  Property  Assignment and Sale Agreement dated March 28, 2002  (incorporated  by
                             reference from the Form 10-KSB filed with the Commission on April 15, 2002)                                        
|10(iv)      | *        | Amendment to Intellectual  Property  Assignment and Sale Agreement dated April 10, 2002  (incorporated  by
                             reference from the Form 10-KSB filed with the Commission on April 15, 2002)                                        
|14          | Attached | Code of Ethics, dated as of March 1, 2004                                                                                                                                                                                                                  
|31          | Attached | Certification of the Chief Executive Officer and Chief Financial Officer pursuant to
       Rule 13a-15(e) and 15d-15(e) of the Securities and Exchange Act of 1934 as amended, as adopted
       pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|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.                                                              

* Incorporated by reference to prior filings with the Securities and Exchange Commission.

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