<PAGE>


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

    Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
                                  Act of 1934

                    For the fiscal year ended March 31, 2005
                        Commission file number: 000-50601

                            VORSATECH VENTURES, INC.
        (Exact name of small business issuer as specified in its charter)

           Delaware                                          N/A
(State or other jurisdiction of                (IRS Employee Identification No.)
 incorporation or organization)

                  702-777 Hornby Street, Vancouver, BC, V6Z 1S2
                    (Address of principal executive offices)

                                 (604) 605-0507
                           (Issuer's telephone number)

Securities Registered pursuant to section 12(g) of the Act:   None

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 and 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         [ ]

Check if disclosure of delinquent filers pursuant to Item 405 of Regulation S-B
is not contained in this form, and no disclosure will 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-KSB or any amendment to
this Form 10-KSB.
        [X]

State issuer's revenues for its most recent fiscal year.      $0

Aggregate market value of the voting stock held by non-affiliates of the
registrant as of May 11, 2005.   $570,327

Number of outstanding shares of the registrant's par value $0.001 common stock,
as of May 11, 2005.             2,638,713

<PAGE>

                            VORSATECH VENTURES, INC.
                                   FORM 10-KSB
                                      INDEX
                                                                            Page
                                                                            ----
                                     Part I

Item 1.       Description of Business........................................3
Item 2.       Description of Properties......................................8
Item 3.       Legal Proceedings..............................................8
Item 4.       Submission of Matters of a Vote of Security Holders............8

                                     Part II

Item 5.       Market for Common Equity and Related Stockholder Matters.......9
Item 6.       Management's Discussion and Analysis of Financial
              Condition and Results of Operation.............................10
Item 7.       Financial Statements...........................................11
Item 8.       Changes In and Disagreements with Accountants on
              Accounting and Financial Disclosure............................12
Item 8A.      Controls and Procedures........................................12
Item 8B.      Other Information..............................................12

                                    Part III

Item 9.       Directors and Executive Officers of the Registrant,
              Compliance with Section 16(a) of the Act.......................12
Item 10.      Executive Compensation.........................................14
Item 11.      Security Ownership of Certain Beneficial Owners and Management
              And Related Stockholder Matters................................15
Item 12.      Certain Relationships and Related Transactions.................15

                                     Part IV

Item 13.      Exhibits.......................................................15
Item 14.      Principal Accountant Fees and Services.........................17
Signatures    ...............................................................17

                                       2
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                                     Part I

ITEM 1.  DESCRIPTION OF BUSINESS

Vorsatech Ventures, Inc. (hereinafter "The Company"), a development stage
company, was incorporated on October 30, 1998 under the Apex Pharmaceutics,
Inc., under the laws of the State of Colorado. On July 18, 2000 the Company
changed its name to Apex Resources, Inc. On September 28, 2000, the Company
changed its name to Biotech Industries, Inc. On June 1, 2001, the Company
changed its name to ValuShip Inc. As ValuShip, Inc., the Company was in the
business of international shipping. To pursue this business, the Company
domesticated from Colorado to the Commonwealth of the Bahamas on May 18, 2001.
The Company abandoned this enterprise to develop a wireless business in June
2002. On June 24, 2002, the Company changed its name to Vorsatech, Inc. to
reflect this change in business. On February 23, 2004, the Company filed its
articles of incorporation and domesticated to the State of Delaware.

The Company developed a business plan for its integrated wireless system that
would allow consumers to subscribe to a service package to access wireless
gateways for their laptops, PDA's and other electronic devices. The system would
include both development of a hardware network service providers and development
of software that would interface with the consumer's electronic devices. The
Company believed with the exponential growth of mobile computer use, the
opportunity was there to exploit the demand for wireless connectivity.

The Company's Articles of Incorporation provided for authorized capital of two
hundred and seventy million shares (270,000,000) of which two hundred and fifty
million (250,000,000) are $0.0001 par value Common Stock and twenty million
(20,000,000) are $0.0001 par value preferred stock.

The Company was unable to raise enough capital to finance the research and
development of its proposed integrated wireless system. After other efforts to
develop the business failed, all efforts were abandoned in May 2004.

The Company then began to consider and investigate potential business
opportunities. The Company is considered a development stage company and its
principal business purpose now is to locate and consummate a merger or
acquisition with a private entity. Because of the Company's current status
having limited assets and no recent operating history, in the event the Company
does successfully acquire or merge with an operating business opportunity, it is
likely that the Company's present shareholders will experience substantial
dilution and there will be a probable change in control of the Company

The Company has never engaged in an active trade or business and has never been
able to move beyond the development stage since inception.

Any target acquisition or merger candidate of the Company will become subject to
the same reporting requirements as the Company upon consummation of any such
business combination. Thus, in the event that the Company successfully completes
an acquisition or merger with another operating business, the resulting new
business must provide audited financial statements for at least the two most
recent fiscal years or, in the event that the combined operating business has
been in business less than two years, audited financial statements will be
required from the period of inception of the target acquisition or merger
candidate.

                                       3
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The Company's principal executive offices are located at: 702 - 777 Hornby
Street, Vancouver, BC, V6Z 1S2.

Business of Issuer
------------------

The Company has no recent operating history and no representation is made, nor
is any intended, that the Company will be able to carry on future business
activities successfully. Further, there can be no assurance that the Company
will have the ability to acquire or merge with an operating business, business
opportunity or property that will be of material value to the Company.

Management plans to investigate, research and, if justified, potentially acquire
or merge with one or more businesses or business opportunities. The Company
currently has no commitment or arrangement, written or oral, to participate in
any business opportunity and management cannot predict the nature of any
potential business opportunity it may ultimately consider. Management will have
broad discretion in its search for and negotiations with any potential business
or business opportunity.

Sources of Business Opportunities
---------------------------------

The Company intends to use various sources in its search for potential business
opportunities including its officers and directors, consultants, special
advisors, securities broker-dealers, venture capitalists, members of the
financial community and others who may present management with unsolicited
proposals. Because of the Company's lack of capital, it may not be able to
retain a fee based professional firm specializing in business acquisitions and
reorganizations. Rather, the Company will most likely have to rely on outside
sources, not otherwise associated with the Company, that will accept their
compensation only after the Company has finalized a successful acquisition or
merger.

Other than the Company's officers and directors and legal counsel, the Company
has not yet engaged any outside consultants for the purpose of searching for
potential business opportunities. The Company has also engaged support staff to
assist in the filing of this Form 10KSB and will continue to engage
administrative and other staff on an as-needed basis. The Company does not
intend to restrict its search to any specific kind of industry or business. The
Company may investigate and ultimately acquire a venture that is in its
preliminary or development stage, is already in operation, or in various stages
of its corporate existence and development.

Management cannot predict at this time the status or nature of any venture in
which the Company may participate. A potential venture might need additional
capital or merely desire to have its shares publicly traded. The most likely
scenario for a possible business arrangement would involve the acquisition of,
or merger with, an operating business that does not need additional capital, but
which merely desires to establish a public trading market for its shares.

                                       4
<PAGE>

Management believes that the Company could provide a potential public vehicle
for a private entity interested in becoming a publicly held corporation without
the time and expense typically associated with an initial public offering.

Evaluation
----------

Once the Company has identified a particular entity as a potential acquisition
or merger candidate, management will seek to determine whether acquisition or
merger is warranted or whether further investigation is necessary. Such
determination will generally be based on management's knowledge and experience,
or with the assistance of outside advisors and consultants evaluating the
preliminary information available to them. Management may elect to engage
outside independent consultants to perform preliminary analysis of potential
business opportunities. However, because of the Company's lack of capital it may
not have the necessary funds for a complete and exhaustive investigation of any
particular opportunity. Management will not devote full time to finding a merger
candidate, and will continue to engage in outside unrelated activities, and
anticipates devoting no more than an average of five (5) hours weekly to such
undertaking. In evaluating such potential business opportunities, the Company
will consider, to the extent relevant to the specific opportunity, several
factors including potential benefits to the Company and its shareholders;
working capital, financial requirements and availability of additional
financing; history of operation, if any; nature of present and expected
competition; quality and experience of management; need for further research,
development or exploration; potential for growth and expansion; potential for
profits; and other factors deemed relevant to the specific opportunity.

Because the Company has not located or identified any specific business
opportunity as of the date hereof, there are certain unidentified risks that
cannot be adequately expressed prior to the identification of a specific
business opportunity. There can be no assurance following consummation of any
acquisition or merger that the business venture will develop into a going
concern or, if the business is already operating, that it will continue to
operate successfully. Many of the potential business opportunities available to
the Company may involve new and untested products, processes or market
strategies, which may not ultimately prove successful.

Form of Potential Acquisition or Merger
---------------------------------------

Presently, the Company cannot predict the manner in which it might participate
in a prospective business opportunity. Each separate potential opportunity will
be reviewed and, upon the basis of that review, a suitable legal structure or
method of participation will be chosen. The particular manner in which the
Company participates in a specific business opportunity will depend upon the
nature of that opportunity, the respective needs and desires of the Company and
management of the opportunity, and the relative negotiating strength of the
parties involved. Actual participation in a business venture may take the form
of an asset purchase, lease, joint venture, license, partnership, stock
purchase, reorganization, merger or consolidation. The Company may act directly
or indirectly through an interest in a partnership, corporation, or other form
of organization, however, the Company does not intend to participate in
opportunities through the purchase of minority stock positions.

                                       5
<PAGE>

Because of the Company's current status and its concomitant lack of significant
assets or relevant operating history, it is likely that any potential merger or
acquisition with another operating business will require substantial dilution of
the Company's existing shareholders. There will probably be a change in control
of the Company, with the incoming owners of the targeted merger or acquisition
candidate taking over control of the Company. Management has not established any
guidelines as to the amount of control it will offer to prospective business
opportunity candidates, since this issue will depend to a large degree on the
economic strength and desirability of each candidate, and correspondent ending
relative bargaining power of the parties. However, management will endeavor to
negotiate the best possible terms for the benefit of the Company's shareholders
as the case arises.

Management does not have any plans to borrow funds to compensate any persons,
consultants, promoters, or affiliates in conjunction with its efforts to find
and acquire or merge with another business opportunity. Management does not have
any plans to borrow funds to pay compensation to any prospective business
opportunity, or shareholders, management, creditors, or other potential parties
to the acquisition or merger. In either case, it is unlikely that the Company
would be able to borrow significant funds for such purposes from any
conventional lending sources. In all probability, a public sale of the Company's
securities would also be unfeasible, and management does not contemplate any
form of new public offering at this time. In the event that the Company does
need to raise capital, it would most likely have to rely on the private sale of
its securities. Such a private sale would be subject to available exemptions, if
any applies. However, no private sales are contemplated by the Company's
management at this time. If a private sale of the Company's securities is deemed
appropriate in the future, management will endeavor to acquire funds on the best
terms available to the Company. However, there can be no assurance that the
Company will be able to obtain funding when and if needed, or that such funding,
if available, can be obtained on terms reasonable or acceptable to the Company.
Although not presently anticipated by management, there is a possibility that
the Company might sell its securities to its management or affiliates.

In the event of a successful acquisition or merger, a finder's fee, in the form
of cash or securities of the Company, may be paid to persons instrumental in
facilitating the transaction. The Company has not established any criteria or
limits for the determination of a finder's fee, although most likely an
appropriate finder's fee will be negotiated between the parties, including the
potential business opportunity candidate, based upon economic considerations and
reasonable value as estimated and mutually agreed at that time. A finder's fee
would only be payable upon completion of the proposed acquisition or merger in
the normal case, and management does not contemplate any other arrangement at
this time. Management has not actively undertaken a search for, nor retention
of, any finder's fee arrangement with any person. It is possible that a
potential merger or acquisition candidate would have its own finder's fee
arrangement, or other similar business brokerage or investment banking
arrangement, whereupon the terms may be governed by a pre-existing contract; in
such case, the Company may be limited in its ability to affect the terms of
compensation, but most likely the terms would be disclosed and subject to
approval pursuant to submission of the proposed transaction to a vote of the
Company's shareholders. Management cannot predict any other terms of a finder's
fee arrangement at this time. It would be unlikely that a finder's fee payable
to an affiliate of the Company would be proposed because of the potential
conflict of interest issues. If such a fee arrangement was proposed, independent
management and directors would negotiate the best terms available to the Company
so as not to compromise the fiduciary duties of the affiliate in the proposed
transaction, and the Company would require that the proposed arrangement would
be submitted to the shareholders for prior ratification in an appropriate
manner.

                                       6
<PAGE>

Management does not contemplate that the Company would acquire or merge with a
business entity in which any affiliates of the Company have an interest. Any
such related party transaction, however remote, would be submitted for approval
by an independent quorum of the Board of Directors and the proposed transaction
would be submitted to the shareholders for prior ratification in an appropriate
manner. None of the Company's managers, directors, or other affiliated parties
have had any contact, discussions, or other understandings regarding any
particular business opportunity at this time, regardless of any potential
conflict of interest issues. Accordingly, the potential conflict of interest is
merely a remote theoretical possibility at this time.

Rights of Shareholders
----------------------

It is presently anticipated by management that prior to consummating a possible
acquisition or merger, the Company will seek to have the transaction ratified by
shareholders in the appropriate manner. Most likely, this would require a
general or special shareholder's meeting called for such purpose, wherein all
shareholders would be entitled to vote in person or by proxy. In the notice of
such a shareholder's meeting and proxy statement, the Company will provide
shareholders complete disclosure documentation concerning a potential
acquisition of merger candidate, including financial information about the
target and all material terms of the acquisition or merger transaction.

Competition
-----------

Because the Company has not identified any potential acquisition or merger
candidate, it is unable to evaluate the type and extent of its likely
competition. The Company is aware that there are several other public companies
with only nominal assets that are also searching for operating businesses and
other business opportunities as potential acquisition or merger candidates. The
Company will be in direct competition with these other public companies in its
search for business opportunities and, due to the Company's lack of funds, it
may be difficult to successfully compete with these other companies.

As of the date hereof, the Company does not have any employees and has no plans
for retaining employees until such time as the Company's business warrants the
expense, or until the Company successfully acquires or merges with an operating
business. The Company may find it necessary to periodically hire part-time
clerical help on an as-needed basis.

Facilities
----------

The Company's principal place of business is 702 - 777 Hornby Street, Vancouver,
BC, V6Z 1S2. The President of the Company provides office space in a commercial
property leased by him for $100/month, payment of which is currently being
deferred. It is contemplated that at such future time as an acquisition or
merger transaction may be completed, the Company will secure its own commercial
office space from which it will conduct its business. Until such an acquisition


                                       7
<PAGE>

or merger, the Company lacks any basis for determining the kinds of office space
or other facilities necessary for its future business. The Company has no
current plans to secure such commercial office space. It is also possible that a
merger or acquisition candidate would have adequate existing facilities upon
completion of such a transaction, and the Company's principal offices may be
transferred to such existing facilities.

Industry Segments
-----------------

No information is presented regarding industry segments. The Company is
presently a development stage company seeking a potential acquisition of or
merger with a yet to be identified business opportunity. Reference is made to
the statements of income included herein in response to Part III of this Form
10-KSB, for a report of the Company's operating history for the past two fiscal
years.

ITEM 2.  DESCRIPTION OF PROPERTIES

The information required by this Item 2 is not applicable to this Form 10-KSB
due to the fact that the Company does not own or control any material property.

ITEM 3.  LEGAL PROCEEDINGS

The Company is not, and does not anticipate being a party to any legal
proceedings in the foreseeable future.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted during the fiscal year covered by this report to a
vote of security holders of the Company, through the solicitation of proxies or
otherwise.

                                       8
<PAGE>

                                     Part II

ITEM 5.           MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

No shares of the Company's Common Stock have previously been registered with the
Securities and Exchange Commission (the "Commission") or any state securities
agency or authority. The Company's common shares are currently quoted on the OTC
Bulletin Board under the stock symbol VVIN.

The Company's Common Stock is traded on the OTCBB, and are subject to the
provisions of Section 15(g) and Rule 15g-9 of the Securities Exchange Act of
1934, as amended (the 'Exchange Act"), commonly referred to as the "penny stock"
rule. Section 15(g) sets forth certain requirements for transactions in penny
stocks and Rule 15g9(d)(1) incorporates the definition of penny stock as that
used in Rule 3a5l-l of the Exchange Act. The Commission generally defines penny
stock to be any equity security that has a market price less than $5.00 per
share, subject to certain exceptions. Rule 3a5l-l provides that any equity
security is considered to be a penny stock unless that security is: registered
and traded on a national securities exchange meeting specified criteria set by
the Commission; authorized for quotation on the NASDAQ Stock Market; issued by a
registered investment company; excluded from the definition on the basis of
price (at least $5.00 per share) or the issuer's net tangible assets; or
exempted from the definition by the Commission. If the Company's shares are
deemed to be a penny stock, trading in the shares will be subject to additional
sales practice requirements on broker-dealers who sell penny stocks to persons
other than established customers and accredited investors, generally persons
with assets in excess of $1,000,000 or annual income exceeding $200,000, or
$300,000 together with their spouse. For transactions covered by these rules,
broker-dealers must make a special suitability determination for the purchase of
such securities and must have received the purchaser's written consent to the
transaction prior to the purchase. Additionally, for any transaction involving a
penny stock, unless exempt, the rules require the delivery, prior to the first
transaction, of a risk disclosure document relating to the penny stock market. A
broker-dealer also must disclose the commissions payable to both the
broker-dealer and the registered representative, and current quotations for the
securities. Finally, monthly statements must be sent disclosing recent price
information for the penny stocks held in the account and information on the
limited market in penny stocks. Consequently, these rules may restrict the
ability of broker dealers to trade and/or maintain a market in the Company's
Common Stock and may affect the ability of shareholders to sell their shares.

At May 11, 2005 there were 46 holders of record of the Company's Common Stock
and the Company has issued and outstanding 2,638,713 shares of Common Stock. Of
these shares 120,223 are free trading and 2,518,490 are restricted. The
restricted shares were issued subject to Rule 144 and may not be sold and/or
transferred without further registration under the Act or pursuant to an
applicable exemption. In general, under Rule 144 as currently in effect, a
person (or persons whose shares are aggregated) who has beneficially owned
restricted shares of the Company for at least one year, including any person who
may be deemed to be an "affiliate" of the Company (as the term "affiliate" is
defined under the Act), is entitled to sell, within any three-month period, an
amount of shares that does not exceed the greater of (i) the average weekly
trading volume in the Company's common stock during the four calendar weeks
preceding such sale, or (ii) 1 % of the shares then outstanding. A person who is
not deemed to be an "affiliate" of the Company and who has held restricted
shares for at least three years would be entitled to sell such shares without
regard to the resale limitations of Rule 144.

                                       9
<PAGE>

On January 21, 2000, in response to a request from the NASD Regulation staff,
the Division of Corporation Finance of the SEC issued a staff interpretation on
the free trading status of securities initially issued by blank check companies
in a number of factual scenarios. Richard Wulff, Chief of the Office of Small
Business, opined that in the several scenarios put forward by the NASD, the
blank check Issuer would not be able to rely upon the availability of Rule 144
or Section 4(1) of the Securities Act, and the shares issued by the blank check
company would not be freely tradeable without registration under the Securities
Act. Further information may be found in the NASD Notice to Members 00-49.

Dividend Policy
---------------

The Company has not declared or paid cash dividends in the past, and the Company
does not anticipate that it will pay cash dividends in the foreseeable future.
The Company currently intends to retain and reinvest future earnings, if any, to
finance its operations.

ITEM 6.           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                  AND RESULTS OF OPERATIONS

The following discussion contains forward-looking statements that are subject to
significant risks and uncertainties. There are several important factors that
could cause actual results to differ materially from historical results and
percentages and results anticipated by the forward-looking statements. The
Company has sought to identify the most significant risks to its business, but
cannot predict whether or to what extent any of such risks may be realized nor
can there be any assurance that the Company has identified all possible risks
that might arise. Investors should carefully consider all of such risks before
making an investment decision with respect to the Company's stock.

Overview
--------

The Company is considered a development stage company with limited assets or
capital and with no operations or income since inception. The costs and expenses
associated with the preparation and filing of this registration statement and
other operations of the Company have been paid for by loans from the President
of the Company (see Item 4, Security Ownership of Certain Beneficial Owners and
Management). It is anticipated that the Company will require only nominal
capital to maintain the corporate viability of the Company and the necessary
funds will most likely be provided by the Company's existing shareholders or its
officers and directors in the immediate future. However, unless the Company is
able to facilitate an acquisition of or merger with an operating business or is
able to obtain significant outside financing, there is substantial doubt about
its ability to continue as a viable corporation.

In the opinion of management, inflation has not and will not have a material
effect on the operations of the Company until such time as the Company
successfully completes an acquisition or merger. At that time, management will
evaluate the possible effects of inflation on the Company as it relates to its
business and operations following a successful acquisition or merger.

                                       10
<PAGE>

Plan of Operation
-----------------

During the next twelve months, the Company will actively seek out and
investigate possible business opportunities with the intent to acquire or merge
with one or more business ventures. In its search for business opportunities,
management will follow the procedures outlined in Item I above. Because the
Company lacks finds, it may be necessary for the officers and directors to
either advance funds to the Company or to incur expenses until such time as a
successful business consolidation can be made. Management intends to hold
expenses to a minimum and to obtain services on a contingency basis when
possible. Further, the Company's President and sole Director will defer payment
of all accrued compensation until such time as an acquisition or merger can be
accomplished and will strive to have the business opportunity provide his
remuneration. However, if the Company engages outside advisors or consultants in
its search for business opportunities, it may be necessary for the Company to
attempt to raise additional funds.

As of the date hereof, the Company has engaged its officers and directors and
legal counsel to assist in the search for business opportunities. The Company
has not made any arrangements or definitive agreements to use outside advisors
or consultants or to raise any capital. In the event the Company does need to
raise capital most likely the only method available to the Company would be the
private sale of its securities. Because of the nature of the Company as a
development stage company, it is unlikely that it could make a public sale of
securities or be able to borrow any significant sum, from either a commercial or
private lender. There can be no assurance that the Company will be able to
obtain additional funding when and if needed, or that such funding, if
available, can be obtained on terms acceptable to the Company.

The Company does not intend to use any employees, with the possible exception of
part-time clerical assistance on an as-needed basis. Outside advisors or
consultants will be used only if they can be obtained for minimal cost or on a
deferred payment basis. Management is confident that it will be able to operate
in this manner and to continue its search for business opportunities during the
next twelve months.

ITEM 7.           FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The response to this Item is included as a separate Exhibit to this report.
Please see pages F-1 through F-6.

                                       11
<PAGE>

ITEM 8.           CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
                  AND FINANCIAL DISCLOSURE

In connection with the audits of the most recent fiscal years and any interim
period preceding resignation, no disagreements exist with any former accountant
on any matter of accounting principles or procedure, which disagreements if not
resolved to the satisfaction of the former accountant would have caused them to
make reference in connection with their report to the subject matter of the
disagreement(s).

The principal accountant's report on the financial statements for any of the
past two years contained no adverse opinion or a disclaimer of opinion nor was
qualified as to uncertainty, audit scope or accounting principles.

ITEM 8A.          CONTROLS AND PROCEDURES

The registrant's Principal executive officers and principal financial officer,
based on their evaluation of the registrant's disclosure controls and procedures
(as defined in Rules 13a-14 (c) of the Securities Exchange Act of 1934) as of
May 11, 2005 have concluded that the registrants' disclosure controls and
procedures are adequate and effective to ensure that material information
relating to the registrants and their consolidated subsidiaries is recorded,
processed , summarized and reported within the time periods specified by the
SEC's rules and forms, particularly during the period in which this quarterly
report has been prepared.

The registrants' principal executive officers and principal financial officer
have concluded that there were no significant changes in the registrants'
internal controls or in other factors that could significantly affect these
controls subsequent to May 11, 2005, the date of their most recent evaluation of
such controls, and that there was no significant deficiencies or material
weaknesses in the registrant's internal controls.

ITEM 8B.          OTHER INFORMATION

This item is not applicable.

                                    Part III

ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The Directors and Executive Officers of the Company and their respective ages
are as follows:

Name                  Age              Position
----                  ---              --------

Thomas Braun           38              President, Treasurer, Secretary, Director

All directors hold office until the next annual meeting of stockholders and
until their successors have been duly elected and qualified. There are no
agreements with respect to the election of directors. The Company has not
compensated its directors for service on the Board of Directors or any committee
thereof. As of the date hereof, no director has accrued any expenses or
compensation. Officers are appointed annually by the Board of Directors and each
executive officer serves at the discretion of the Board of Directors. The
Company does not have any standing committees at this time.

                                       12
<PAGE>

No director, Officer, affiliate or promoter of the Company has, within the past
five years, filed any bankruptcy petition, been convicted in or been the subject
of any pending criminal proceedings, or is any such person the subject or any
order, judgment or decree involving the violation of any state or federal
securities laws.

The business experience of the person listed above during the past five years is
as follows:

Thomas A. Braun
President, Treasurer, Secretary and sole Director
-------------------------------------------------

Thomas Braun has been the sole shareholder of Braun & Company since 1999, a
Vancouver, Canada, based law firm, which limits its practice to corporate
securities law. The firm consists of one lawyer and three legal assistants, and
occupies offices in downtown Vancouver. Mr. Braun holds a B.A. degree from the
University of Western Ontario, a Bachelor of Laws (LL.B.) degree from the
University of British Columbia, and a Master of Laws (LL.M.) degree from the
University of San Francisco specializing in International Business Transactions.
He is a member of the State Bar of California, the American Bar Association, and
is admitted to practise before the United States District Court, Northern
District of California and the United States Court of Appeals for the Ninth
Circuit. Mr. Braun is also a member of the Law Society of British Columbia.


                                       13
<PAGE>

ITEM 10. EXECUTIVE COMPENSATION

Section 16(a) of the Securities Exchange Act of 1934, as amended (The "Exchange
Act"), requires the Registrant's officers and directors, and persons who own
more than 10% of a registered class of the Registrant's equity securities, to
file reports of ownership and changes in ownership of equity securities of the
Registrant with the Securities and Exchange Commission and NASDAQ. Officers,
directors and greater-than 10% shareholders are required by the Securities and
Exchange Commission regulation to furnish the Registrant with copies of all
Section 16(a) that they file.

Some of the officers and directors of the Company will not devote more than a
portion of their time to the affairs of the Company. There will be occasions
when the time requirements of the Company's business conflict with the demands
of their other business and investment activities. Such conflict may require
that the company attempt to employ additional personnel. There is no assurance
that the services of such persons will be available or that they can be obtained
upon terms favorable to the Company.

Executive Compensation
----------------------

The Company has not had a bonus, profit sharing, or deferred compensation plan
for the benefit of its employees, officers or directors. The Company has not
paid any other salaries or other compensation above $100,000 to its officers,
directors or employees since inception. Further, the Company has not entered
into an employment agreement with any of its officers, directors or any other
persons and no such agreements are anticipated in the immediate future. It is
intended that the Company's directors will defer any further compensation until
such time as an acquisition or merger can be accomplished and will strive to
have the business opportunity provide their remuneration. The Company has not
accrued any officer compensation.

                                       14
<PAGE>

ITEM 11.          SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information, to the best knowledge of the Company
as of May 2, 2005, with respect to each person known by the Company to own
beneficially more than 5% of the Company's outstanding Common Stock, each
director of the Company and all directors and officers of the Company as a
group.

Name and Address                   Amount and Nature of       Percent
Beneficial Owner                   Beneficial Ownership       of Class
----------------                   --------------------       --------

Berlin Capital Investments, Inc.       2,200,000                 83%
Suite 702 - 777 Hornby Street
Vancouver, BC  V6Z 1S2 (1)

(1) Thomas Braun, the President, Secretary, Treasurer and sole Director of the
Company controls Berlin Capital Investments, Inc.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

This item is not applicable to this Form 10-KSB.



                                     Part IV

ITEM 13.          EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
                  FORM 8-K

a)       Financial Statements and Schedules. The following financial statements
         and schedules for the Company as of March 31, 2005 are filed as part of
         this report.

         (1) Financial statements of Vorsatech Ventures, Inc.

                                                                            Page

Report Of Independent Registered Accounting Firm.............................F-1

Balance Sheet at March 31, 2005..............................................F-2

Statement of Operations for the years ended of March 31, 2005 and 2004.......F-3

Statement Stockholders' Equity for the years ended March 31, 2005 and 2004...F-4

Statement of Cash Flows for the years ended March 31, 2005 and 2004..........F-5

Notes to Financial Statements................................................F-6


                                       15
<PAGE>

         (2)      Financial Statement Schedules

All schedules are omitted because they are not applicable or the required
information is shown in the financial statements or notes thereto.

         (3)      Exhibits

The exhibits listed below are required by Item 601 of Regulation S-K. Each
management contract or compensatory plan or arrangement required to be filed as
an exhibit to this Form 10-K has been identified.

<TABLE>
<S>     <C>

Exhibit
Number            Description of Document
------            -----------------------

3.1.1 (1)         Articles of Incorporation in Colorado dated October 30, 1998
3.1.2 (1)         Amendment of Articles of Incorporation dated July 18, 2000
3.1.3 (1)         Amendment of Articles of Incorporation dated September 28, 2000
3.1.4 (1)         Amendment of Articles of Incorporation dated June 1, 2001
3.1.5 (1)         Memorandum and Articles of Association of ValuShip Ltd. in the Bahamas dated May 18, 2001
3.1.6 (1)         Articles of Merger of ValuShip Ltd (Colorado) and ValuShip Ltd. (Bahamas) dated December 14, 2001
3.1.7 (1)         Amendment of Certification of Incorporation in the Bahamas dated June 24, 2002
3.1.8 (1)         Certificate of Incorporation in Delaware dated February 23, 2004
3.1.9 (1)         Certificate of Domestication of Vorsatech Ventures, Inc.
3.1.10 (1)        Certificate of Continuation Under Foreign Law dated March 8, 2004
3.2 (1)           Bylaws
4 (1)             Text of stock certificate for common stock
-------------------

(1) Included as an Exhibit the Company's registration statement on Form 10-SB
filed June 15, 2004.

</TABLE>

b)       Reports on Form 8-K

No current reports on Form 8-K were filed during the year ended March 31, 2005.

                                       16
<PAGE>

ITEM 14.            PRINCIPAL ACCOUNTANT FEES AND SERVICES

The aggregate fees billed for audit services for the year ended March 31, 2005
was $6,570.50 in Audit Related Fees. The Company was not billed for any
assurance or related services, tax fees or any other fees during this period.









SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

Date:   May 11, 2005                EZCOMM ENTERPRISES INC.

                                    By:  /s/ Thomas Braun
                                         ---------------------------
                                    Thomas Braun
                                    President

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.

/s/ Thomas Braun                 Director                   May 11, 2005
-----------------------
Thomas Braun



                                       17
<PAGE>


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TO THE BOARD OF DIRECTORS AND STOCKHOLDERS
VORSATECH VENTURES, INC.
MIAMI, FLORIDA

We have audited the accompanying balance sheet of VORSATECH VENTURES, INC. (a
Nevada corporation in the development stage) as of March 31, 2005, and the
related statements of operations, stockholders' equity (deficit), and cash flows
for each of the years in the two year period then ended, and for the period from
October 30, 1998 (inception) to March 31, 200. 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 audit.

We conducted our audit 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 has determined that it
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 also
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audit provides 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 VORSATECH VENTURES, INC. as of
March 31, 2005, and the results of its operations and its cash flows for each of
the years in the two year period then ended and for the period from October 30,
1998 (inception) to March 31, 2005 , in conformity with accounting principles
generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 1 to the financial
statements, the Company is in the development stage and has not commenced
operations. Its ability to continue as a going concern is dependent upon its
ability to develop additional sources of capital, and/or achieve profitable
operations. These conditions raise substantial doubt about its ability to
continue as a going concern. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.


/s/ Braverman International, P.C.

Braverman International, P.C.
Prescott, Arizona
May 11, 2005


                                       F-1
<PAGE>


                            VORSATECH VENTURES, INC.
                         (A DEVELOPMENT STAGE COMPANY)
                                  BALANCE SHEET
                                 MARCH 31, 2005





                                     ASSETS
CURRENT ASSETS                                                         $     --
                                                                       =========



           LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Accrued compensation                                                 $  2,500
  Related Party advances                                                 11,861
                                                                       ---------

          Total Current Liabilities                                      14,361
                                                                       ---------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY (DEFICIT)

Preferred stock, par value $.0001, 20,000,000 shares
  authorized, none issued                                                    --

 Common stock, par value $.0001, 250,000,000 shares
  authorized, 2,638,713  shares outstanding                                 264
 Paid-in capital                                                         48,995
 (Deficit) accumulated during the development stage                     (63,620)
                                                                       ---------

          Total Stockholders' Equity (Deficit)                          (14,361)
                                                                       ---------

                                                                       $     --
                                                                       =========



                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

                                      F-2
<PAGE>
<TABLE>


                                 VORSATECH VENTURES, INC.
                              (A DEVELOPMENT STAGE COMPANY)
                                 STATEMENTS OF OPERATIONS



                                                                          CUMULATIVE
                                                                              FROM
                                                                          OCTOBER 30,
                                                                              1998
                                               YEARS ENDED                (INCEPTION)
                                                MARCH 31,                      TO
                                      -----------------------------        MARCH 31,
                                         2005              2004               2005
                                      -----------       -----------       -----------
<S>                                   <C>               <C>               <C>
REVENUE                               $        --       $        --       $        --
                                      -----------       -----------       -----------

EXPENSES:
      General and administrative           19,754            10,385            63,620
                                      -----------       -----------       -----------

        Total Expenses                     19,754            10,385            63,620
                                      -----------       -----------       -----------

NET (LOSS)                            $   (19,754)      $   (10,385)      $   (63,620)
                                      ===========       ===========       ===========

BASIC NET (LOSS) PER SHARE            $     (0.01)        $ (0.01))
                                      ===========       ===========

WEIGHTED AVERAGE NUMBER OF
   COMMON SHARES OUTSTANDING            2,638,706         1,025,380
                                      ===========       ===========

*   less than $ (.01) per share



</TABLE>

                      SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

                                           F-3
<PAGE>
<TABLE>

                                                VORSATECH VENTURES, INC.
                                             (A DEVELOPMENT STAGE COMPANY )
                                            STATEMENT OF STOCKHOLDERS' EQUITY



                                                                                          (DEFICIT)
                                                                                          ACCUMULATED
                                                      COMMON STOCK                       DURING THE
                                              -----------------------------  PAID-IN      DEVELOPMENT
                                                  SHARES         AMOUNT      CAPITAL        STAGE         TOTAL
                                              -----------------------------  ---------  --------------  -----------
<S>                                                 <C>       <C>            <C>        <C>             <C>
Balance, at inception,                                    -   $          -   $      -   $           -   $        -
 Stock issued for services, December 18, 1998,
  at $1000 per share                                      1              0      1,000                        1,000
 Contributed services                                                             600                          600
 Net (loss) for the period                                                                     (1,600)      (1,600)
                                              --------------  -------------  ---------  --------------  -----------
BALANCE, MARCH 31, 1999                                   1              0      1,600          (1,600)           -
 Contributed services                                                           1,200                        1,200
 Net (loss) for the year                                                                       (1,200)      (1,200)
                                              --------------  -------------  ---------  --------------  -----------
BALANCE, MARCH 31, 2000                                   1              0      2,800          (2,800)           -
 Stock issued for services, December 4, 2000,
 for $100 per share                                      25              0      2,500                        2,500
 Contributed services                                                           1,200                        1,200
 Net (loss) for the year                                                                       (8,616)      (8,616)
                                              --------------  -------------  ---------  --------------  -----------
BALANCE, MARCH 31, 2001                                  26              0      6,500         (11,416)      (4,916)
 Stock issued for services November 21, 2001,
  for $.02 per share                                115,949             12      2,307                        2,319
 Stock issued for services December 7, 2001,
  for $.02 per share                                 12,731              1        254                          255
 Contributed services                                                            1200                        1,200
 Net (loss) for the year                                                                       (3,774)      (3,774)
                                              -----------------------------  ---------  --------------  -----------
BALANCE, MARCH 31, 2002,                            128,706             13     10,261         (15,190)      (4,916)
 Issuance of shares to acquire
  Public Disclosure, Inc.on December 6, 2002,
  for $.02 per share                                750,000             75     14,925                       15,000
 Contributed services                                                           1,200                        1,200
 Net (loss) for the year                                                                      (18,290)     (18,290)
                                              -----------------------------  ---------  --------------  -----------
BALANCE, MARCH 31, 2003                             878,706             88     26,386         (33,480)      (7,006)
Proceeds from sale of common stock
  March 4, 2004, for $.01 per share               1,500,000            150     14,850                       15,000
Shares issued in settlement of transfer fees
  on March 5, 2004, for $.29 per share               10,000              1      2,884                        2,885
Stock issued for services on March 15, 2004,
  for $.01 per share                                250,000             25      2,475                        2,500
 Contributed services                                                           1,200                        1,200
 Net (loss) for the year                                                                      (10,385)     (10,385)
                                              --------------  -------------  ---------  --------------  -----------
BALANCE, MARCH 31, 2004                           2,638,706            264     47,795         (43,865)       4,194
 Contributed services                                                           1,200                        1,200
 Net (loss) for the year                                                                      (19,754)     (19,754)
                                              --------------  -------------  ---------  --------------  -----------
BALANCE, MARCH 31, 2005                           2,638,706   $        264   $ 48,995   $     (63,620)  $  (14,361)
                                              ==============  =============  =========  ==============  ===========
</TABLE>


                                                 SEE ACCOMPANYING NOTES

                                                          F-4
<PAGE>
<TABLE>

                                      VORSATECH VENTURES, INC.
                                   (A DEVELOPMENT STAGE COMPANY)
                                      STATEMENTS OF CASH FLOWS



                                                                                    CUMULATIVE
                                                                                       FROM
                                                                                    OCTOBER 30,
                                                                                       1998
                                                             YEARS ENDED            (INCEPTION)
                                                               MARCH 31,                TO
                                                       ------------------------       MARCH 31
                                                          2005           2004          2005
                                                       ---------      ---------      ---------
 OPERATING ACTIVITIES:
<S>                                                    <C>            <C>            <C>
      Net (loss) from operations                       $(19,754)      $(10,385)      $(63,620)
      Adjustments to reconcile net (loss) to net
         cash used by operating activities:
          Contributed capital                             1,200          1,200          7,800
          Common stock issued for services                   --          2,500          8,574
          Common stock issued for acquisition                --             --         15,000
          Common stock issued for debt relief                --          2,885          2,885
          Changes in:
                 Accounts payable                            --         (7,006)            --
                 Accrued compensation                     2,500             --          2,500
                 Trust funds                             10,496        (10,496)             0
                                                       ---------      ---------      ---------

          Net Cash (Used) by Operating Activities        (5,558)       (21,303)       (26,861)
                                                       ---------      ---------      ---------

 FINANCING ACTIVITIES:
     Related party advances                               5,558          6,303         11,861
     Proceeds from sale of common stock                      --         15,000         15,000
                                                       ---------      ---------      ---------

          Net Cash From Financing Activities              5,558         21,303         26,861
                                                       ---------      ---------      ---------


NET INCREASE IN CASH                                         --             --             --

CASH, beginning of period                                    --             --             --
                                                       ---------      ---------      ---------

CASH, end of period                                    $     --       $     --       $     --
                                                       =========       ========       ========
</TABLE>

                           SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

                                                F-5
<PAGE>

                            VORSATECH VENTURES, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

HISTORY

Vorsatech Ventures, Inc. (the Company), formerly Apex Pharmaceuticals, Inc.,
Apex Resources, Inc., Biotech Industries, Inc., and Valuship, Ltd., is in the
development stage as defined in Financial Accounting Standards Board Statement
No. 7. It was formed on October 30, 1998 in Colorado and domesticated from
Colorado to the Commonwealth of the Bahamas and then to the State of Delaware on
February 22, 2004. Since inception it has had no operations. The Company's
fiscal year end is March 31.

The Company's objective is to either acquire a business, whose operations will
be sufficient to sustain positive cash flows and achieve profitable operations,
or acquire the assets of a business and proceed to develop them.

The Company's parent is Berlin Capital Investments, Inc. located in Vancouver,
BC, which is owned and controlled by the Company's
president/secretary/treasurer/sole director/ and attorney.

GOING CONCERN

The Company's financial statements have been presented on the basis that it is a
going concern, which contemplates the realization of assets and the satisfaction
of liabilities in the normal course of business. It has sustained operating
losses since inception and has negative working capital and a deficit in
stockholders' equity. The Company's ability to continue in existence is
dependent on its ability to develop additional sources of capital, locate and
acquire/develop a profitable business and achieve profitable operations.
Management's plan is sustain its cash flow requirements through related party
loans and to ultimately acquire\develop a viable business opportunity. The
accompanying financial statements do not include any adjustments that might
result from the outcome of this uncertainty.

INCOME TAXES

The Company uses the liability method of accounting for income taxes pursuant to
Statement of Financial Accounting Standards Board Opinion No. 109. Under this
method, deferred income taxes are recorded to reflect the tax consequences in
future periods of temporary differences between the tax basis of assets and
liabilities and their financial amounts at year-end.

For income tax purposes, substantially all deductible expenses incurred to date
must be deferred until the Company commences business, and then they may be
charged against operations over a 60-month period or permanently capitalized.
Since the Company is not in business as of March 31, 2005, accumulated
deductible expenses incurred since inception of approximately $55,819 resulted
in an $11,164 deferred tax asset. A valuation allowance of $11,164 has been
provided since


                                      F-6
<PAGE>

                            VORSATECH VENTURES, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

INCOME TAXES

there is no assurance of future taxable income. There is no net operating loss
carry forward at March 31, 2005. Tax deductible losses, when provided, can be
carried forward for 20 years until utilized. The following is an analysis of
deferred tax assets as of March 31, 2005 and 2004

                                               Deferred    Valuation
                                              Tax Assets   Allowance     Balance
                                               --------    --------     --------
Deferred tax assets at March 31, 2004          $  7,453    $ (7,453)    $      0
Additions for the year                            3,711      (3,711)           0
                                               --------    --------     --------

   Deferred tax assets at March 31, 2005       $ 11,164    $(11,164)    $      0
                                               ========    ========     ========

The following is reconciliation from the expected statutory federal income tax
rate to the Company's actual income tax rate for the years ended December 31:

                                                               2005        2004
                                                             --------   --------
Expected income tax (benefit) at federal statutory tax rate     20%        20%
Valuation allowance                                            (20)%      (20)%
                                                             --------   --------
Actual income tax (benefit)                                      0%         0%
                                                             ========   ========

EARNINGS (LOSS) PER COMMON SHARE

Basic (loss) per common share has been calculated based upon the weighted
average number of common shares outstanding during the period in accordance with
the Statement of Financial Accounting Standards Statement No. 128, "Earnings per
Share (EPS)". EPS for the year ended March 31, 2004, was calculated after giving
effect to all stock splits through that date, and was applied retroactively.

USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities, the disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting periods. Actual results could differ from those estimates
and assumptions.


                                      F-7
<PAGE>
                            VORSATECH VENTURES, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

FAIR VALUE OF FINANCIAL INSTRUMENTS

Statement of Financial Accounting Standards No. 107, disclosures about fair
value of financial instruments, defines the fair value of a financial instrument
as the amount at which the instrument could be exchanged in a current
transaction between willing parties. The carrying values of the Company's
financial instruments, which are shareholder advances and accrued payroll,
approximate fair values due to the short-term maturities of such instruments.

NOTE 2 - CONTRIBUTED CAPITAL

Contributed capital since inception, was for office overhead of $100 per month
for a total of $7,800 as of March 31, 2005, which was provided by management,
based on the fair value of such services.

NOTE 3 - RELATED PARTY TRANSACTIONS

In the period from February 23, 2004, through March 31, 2005, the son of the
former president of the Company provided on a non-interest bearing and unsecured
basis, total funds of $5,861, in addition to legal services during the most
recent fiscal year of $6,000. In addition, the son's law firm had maintained a
trust account for the benefit of the Company from March 4, 2004 through March 4,
2005, in connection with $15,000 from the sale of common stock of the Company.

The officers/director of the Company are or may, in the future, become involved
in other business opportunities. Such persons may face a conflict in selecting
between the Company and their other business interests. The Company has not
formulated a policy for the resolution of such conflict.

NOTE 4 - COMMITMENTS AND CONTINGENCIES

POTENTIAL DILUTION AND CHANGE OF CONTROL

Because of the Company's current status and its concomitant lack of assets or
relevant operating history, it is likely that any potential merger or
acquisition with another operating business will require substantial dilution of
the Company's existing shareholders. There will probably be a change in control
of the Company, with the incoming owners of the targeted merger or acquisition
candidate taking over control of the Company. Management has not established any
guidelines as to the amount of control it will offer to prospective business
opportunity candidates, since this issue will depend to a large degree on the
economic strength and desirability of each candidate, and correspondent ending
relative bargaining power of the parties. However, management will endeavor to
negotiate the best possible terms for the benefit of the Company's shareholders
as the case arises.

                                      F-8
<PAGE>
                            VORSATECH VENTURES, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS


INCOME TAX RETURNS

No income tax returns have been filed since inception of the Company.

NOTE 5 - THE EFFECT OF RECENTLY ISSUED ACCOUNTING STANDARDS

The Company accounts for stock-based awards to employees, when applicable, in
accordance with Accounting Principles Board Opinion No. 25, "Accounting for
Stock Issued to Employees" and related interpretations and has adopted the
disclosure-only alternative of SFAS No. 123, "Accounting for Stock-Based
Compensation." Options granted to consultants, independent representatives and
other non-employees are accounted for using the fair value method as prescribed
by SFAS No. 123.

In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation--Transition and Disclosure--an amendment of SFAS No. 123." This
Statement amends SFAS No. 123, "Accounting for Stock-Based Compensation", to
provide alternative methods of transition for a voluntary change to the fair
value based method of accounting for stock-based employee compensation. In
addition, this statement amends the disclosure requirements of SFAS No. 123 to
require prominent disclosures in both annual and interim financial statements
about the method of accounting for stock-based employee compensation and the
effect of the method used on reported results. The adoption of SFAS No. 148 is
not expected to have a material impact on the company's financial position or
results of operations.

SFAS No. 123R was recently issued which replaces SFAS No. 123. It becomes
effective in the first interim or annual reporting period that begins after
December 15, 2005 for small business issuers. This statement no longer allows a
fair value based method which was provided by APB 25. SFAS No. 123R covers a
wide range of share-based compensation arrangements, including share options,
restricted share plans, performance-based awards, share appreciation rights, and
employee share purchase plans. It establishes standards for the accounting for
transactions in which an entity exchanges its equity instruments for goods or
services. The revised statement doesn't prescribe a specific valuation technique
that is to be used.


NOTE 6 - COMMON STOCK

The Company's history since its formation in Colorado in October 1998 included
several issuances of common stock and several reverse stock splits, all of which
are included in the accompanying statement of stockholders' equity. The effect
of the three reverse stock splits which were 1 for 250, 1 for 500, and 1 for 10,
was to reduce founder shares at inception of 10 million, to 1 share.

The Board of Directors of the Company has determined that the value of all
shares issued prior to the domestication of the Corporation in Delaware on
February 22, 2004 was $.0001 per share. The acquisition of Public Disclosure,
Inc. was not pursued after the issuance of 750,000 shares on December 6, 2002,
as the Board of Directors at that time decided that another approach to benefit
the Company appeared more viable.




                                      F-9