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

                                   FORM 10-KSB

|X| ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934

                   For the fiscal year ended December 31, 2004

|_| TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934

For the transition period from _______ to _______

                        Commission file number: 000-50221

                            INFORMEDIX HOLDINGS, INC.
                 (Name of small business issuer in its charter)

                Nevada                                  88-0462762

    (State or other jurisdiction of         (I.R.S. Employer Identification No.)
     incorporation or organization)

           Georgetowne Park
           5880 Hubbard Drive
           Rockville, Maryland                            20852
    (Address of principal executive offices)            (Zip Code)

                    Issuer's telephone number (301) 984-1566

         Securities registered under Section 12(b) of the Exchange Act:

                               Title of each class

                    Name of each exchange on which registered

                                      None

         Securities registered under Section 12(g) of the Exchange Act:

                          Common stock, $.001 par value
                                (Title of class)

      Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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 past 90 days. Yes |X| No |_|

      Check if there is no disclosure of delinquent filers in response 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. |_|

      The issuer's revenues for the fiscal year ended December 31, 2004 were
$28,750

      The aggregate market value of the issuer's common stock held by
non-affiliates as of March 23, 2005, was approximately $13,218,001. On such
date, the closing price for the issuer's common stock, as quoted on the OTC
Bulletin Board, was $.43 per share.

<PAGE>


      The issuer had 37,508,704 shares of common stock outstanding as of March
23, 2005.

Documents incorporated by reference:  None

Transitional Small Business Disclosure Format: Yes |_| No |X|

                                    PART I

                              INTRODUCTORY COMMENTS

Use of Names

Throughout this report, the terms "we," "us," "our" and "our company" refer
to InforMedix Holdings, Inc. ("InforMedix") and, unless the context indicates
otherwise, includes InforMedix's wholly-owned subsidiary, InforMedix, Inc.

Forward-Looking Statements

Statements contained in this report include "forward-looking statements" within
the meaning of such term in Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. Forward-looking statements
involve known and unknown risks, uncertainties and other factors which could
cause actual financial or operating results, performances or achievements
expressed or implied by the forward-looking statements not to occur or be
realized. Forward-looking statements generally are based on our best estimates
of future results, performances or achievements, based upon current conditions
and the most recent results of the companies involved and their respective
industries. Forward-looking statements may be identified by the use of
forward-looking terminology such as "may," "will," "could," "project," "expect,"
"believe," "estimate," "anticipate," "intend," "continue," "potential,"
"opportunity" or similar terms, variations of those terms or the negative of
those terms or other variations of those terms or comparable words or
expressions.

Potential risks and uncertainties include, among other things, such factors as:

      o     our business strategies and future plans of operations,

      o     general economic conditions in the United States and elsewhere, as
            well as the economic conditions affecting the industries in which we
            operate,

      o     the market acceptance and amount of sales of our products and
            services,

      o     our historical losses,

      o     the competitive environment within the industry in which we compete,

      o     our ability to raise additional capital, needed for expansion,

      o     the other factors and information discussed in other sections of
            this report and in the documents incorporated by reference in this
            prospectus.

Persons reading this report should carefully consider such risks, uncertainties
and other information, disclosures and discussions which contain cautionary
statements identifying important factors that could cause actual results to
differ materially from those provided in the forward-looking statements. We
undertake no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.

                                      -2-
<PAGE>

ITEM  1. DESCRIPTION OF BUSINESS

      On May 8, 2003, InforMedix Acquisition Corp. merged with and into Hunapu
Inc. pursuant to the Agreement and Plan of Reorganization dated February 7,
2003. Hunapu Inc. was the surviving entity and changed its name to InforMedix
Holdings, Inc., a Nevada corporation. The consideration paid by Hunapu for its
acquisition of InforMedix Acquisition Corp. consisted of the issuance of
7,451,000 shares of Hunapu common stock, inclusive of 112,500 shares that were
issued to InforMedix debt holders in conversion of their notes to equity,
exclusive of accrued interest, for the net assets of InforMedix Acquisition
Corp. Simultaneously, with the acquisition of the issuance of the 7,451,000
shares of stock, Hunapu cancelled 5,545,000 shares of stock issued to its chief
executive officer.

      InforMedix, Inc. was incorporated in the State of Delaware on January 27,
1997, for the purpose of developing the Med-e Monitor System. InforMedix
Acquisition Corp. ("Acquisition Corp"), was a Delaware company, incorporated on
June 26, 2002, as a holding company and was incorporated with a wholly owned
subsidiary IFAC, Inc. ("IFAC") for the purpose of acquiring InforMedix, Inc. On
August 14, 2002, InforMedix merged with IFAC, pursuant to a Plan and Agreement
of Merger dated August 14, 2002. InforMedix's stockholders upon the merger
received 4.774 shares of Acquisition Corp. stock for each 1 share of
InforMedix's stock. Acquisition Corp., other than the share exchange with
InforMedix and the issuance of 4,700,000 shares of its stock to founders of
InforMedix, had no operations since inception. The merger became effective on
August 22, 2002. InforMedix was the only operational subsidiary of InforMedix
Acquisition Corp.

Company Overview

InforMedix, Inc. has developed, patented and integrated a portable patient
monitoring device, hardware, software and networked communications system to
enable pharmaceutical firms, medical researchers and physicians to efficiently
monitor and manage patients' medication compliance and clinical response. The
Med-eMonitor(TM) System leverages InforMedix's patent portfolio of 15 issued and
14 pending patents. InforMedix placed working beta units in pilot sites to
validate efficacy and secure endorsements, references and peer-reviewed medical
journal articles; and now has a series of academic clinical studies underway
with its finished product. InforMedix has established an active Board of
Directors and a Scientific Advisory Board comprised of nationally recognized
experts in pharmaceutical research, drug trials, business management, and
clinical management. InforMedix is now positioned to fully commercialize its
technology via direct sales and strategic alliances.

On October 4, 2004, InforMedix announced its formation of a strategic alliance
with a subsidiary of McKesson Corporation (NYSE: MCK). McKesson supports 500,000
patients in 5,000 clinical drug trials, and is a leader in the management,
packaging and labeling, analytical testing, validation testing, storage and
distribution of clinical trial materials and biological specimens covering
preclinical through Phase IV studies. McKesson also provides patient-specific
pharmacy services nationwide to support patient assistance programs for
commercial pharmaceutical products.

InforMedix and McKesson announced that through this strategic alliance they
would jointly provide a turnkey patient-compliance and medication-dispensing
solution for use in clinical trials and disease management. McKesson has begun
to market, sell and distribute a combined technology platform, which integrates
InforMedix's Med-eMonitor(TM) patient diary and medication device; InforMedix's
Med-eXpert(TM) database and patient enrollment system; and McKesson's expertise
in specialty clinical trial material packaging and medication-distribution
systems. For the first time, the combination offers clinical trial sponsors and
investigators improved patient-medication compliance and clinical-protocol
adherence, enhanced medication safety, and lower overall cost. McKesson has also
placed its logo on the Med-eMonitor System products.

The Company and McKesson BioServices will jointly, when appropriate, collaborate
their sales and marketing efforts to promote each other in all identified and
agreed upon product and service offerings (i.e., develop joint sales and
marketing materials).

The term of the Agreement is for a period of three years commencing on August
25, 2004 and will automatically renew for subsequent three-year terms unless
either party gives 90 days' prior written notice of termination.

McKesson introduced InforMedix to McKesson Population Management, and the
companies are discussing joint provision of services to complex chronic patients
receiving disease management services via nurses in call centers. In addition,
McKesson Population Management and St. Vincent Healthcare System have formed a
strategic alliance between Penn Nursing, Penn Medicine, McKesson, St. Vincent
and InforMedix created a Disease Management and Telehealth Outcomes Research
Program for outcomes research, disease management and clinical drug trials. The
focus of the Program is a defined process for measuring clinical outcomes and
financial return on investment of disease-specific protocols and ePRO
technology. The disease-specific protocols would be reviewed by the University
of Pennsylvania's Schools of Medicine and Nursing, and would be deployed through
McKesson Population Management's services and InforMedix's Med-eMonitor System,
and would be analyzed by Medicine, Nursing, and Wharton. Once the protocols were
deployed, analyzed, and proven, their widespread application in the disease
management marketplace would be promoted by McKesson and InforMedix. Comparable
research in the clinical drug trials market would analyze Med-eMonitor's impact
on medication compliance, protocol adherence, patient medication safety, effect
size, time to trial completion, and cost of conducting a trial.

                                      -3-
<PAGE>

Product Overview

Introduction

The Med-eMonitor(TM) System, comprising InforMedix's Med-eMonitor(TM) patient
diary and medication device and Med-eXpert(TM) database and patient enrollment
system; organizes and translates complex clinical drug trial protocols into a
simple, automated series of prompted and recorded events for patients and
researchers. The System comprises a portable patient interface device and
automated data upload and download capability. InforMedix is providing the
Med-eMonitor device and the network infrastructure that ensures secure
transmission of patient data. McKesson BioServices is providing specialty
packaging of the Med-eMonitor medication dispensing trays. McKesson BioServices
will label, store, inventory, and pre-package medications for the Med-eMonitor
device, ensuring product stability and patient safety through proper dosage,
hermetically sealed trays, and other safety measures. McKesson BioServices will
also manage the logistics of distributing these packaged trial materials to the
investigational sites. McKesson BioServices has a cGMP-compliant facility, along
with a patient-specific pharmacy, for shipping this turnkey solution either
direct-to-clinical sites or direct-to-patients.

This integrated System significantly reduces the cost of managing drug trials
and dramatically shortens the time required to transcribe patient diaries into
manageable electronic data for analysis and reporting.

Traditional drug trial methodologies require considerable investments in
professional resources to train patients on drug and trial protocols, conduct
site visits to ensure compliance, and administer paper-based protocol changes
and retrain patients on new protocols. Traditional methodologies also depend on
patients to remember when to take their medication, which medication to take and
to maintain hand-written diaries about compliance and drug response.
Interpreting and transcribing these hand-written diaries requires a great deal
of time and is prone to errors.

This integrated System prompts patients to take the medication, dispenses the
medication (eliminating expensive poster-size blister packs), automatically
tracks patient compliance, and eliminates the need for hand written diaries and
the costs associated with converting paper-based diaries to electronic format.
Through drug packaging directly shipped to patients from McKesson BioServices,
the costs of clinical trials may be further reduced through a reduction in the
frequency of patient site visits, and remote rural patient populations,
previously ineligible, may become eligible participants in clinical drug trials.

Patient Interface

The portable patient interface hardware assists patient participation in drug
trials by telling the patient which medication to take, when to take it, how
many to take, and provides the means by which patients can keep track of their
reaction to the medication.

The device combines medication storage with an easy-to-read display screen. It
also dispenses the medication via five storage compartments and sensored-lids.
The medication is provided in hermetically sealed trays that are pre-labeled,
prepackaged, and shipped directly to patients and/or clinical sites by McKesson
BioServices. This ensures complete integration of the medication dispensing
function into the medication compliance monitoring and electronic diary
function, providing the patient a simple-to-use, unitary package.

Patients are directed to take specific medications when the device sounds a
chime. The LCD screen also points to the appropriate compartment. The device
automatically records the opening and closing of each compartment lid as it
occurs. Once the compartment is opened to take the pill, a variety of
information is displayed on the LCD screen, depending upon what information the
clinical protocol has determined. This information could include a description
of the pills (shape and color) to enable the patient to visually verify they are
taking the right medication, or it could inform the patient about dosage and how
the medication treats their condition, or other information.

The device prompts the patient to enter information about their response to the
medication(s) in an intuitive manner by responding to a series of fully
customized questions. Data entry is performed via push buttons, eliminating the
need for keyboard, computer or other data entry mechanics. Additionally, a
series of queries may follow requesting information about the occurrence of
possible adverse events, or physiologic measures may be requested and entered
that are relevant to the study.

The device can deliver an unlimited number of other "virtual" events. These may
include instructions about medications not dispensed by the device. These

                                      -4-
<PAGE>

instructions may include asking the patient to take their blood glucose, their
weight or blood pressure, and other instructions depending upon the nature of
the clinical trial and the patient's related clinical history.

Additionally, all other patient interaction with the device is recorded. This
includes muting the chimes, adjusting the contrast, etc. All of this data is
available to researchers and study monitors to analyze to explain certain
reactions, such as a missed dosage because the device was muted.

Each day the patient is prompted to place the portable device in its data
exchange cradle to automatically transfer data from the patient to the
researcher via secure communication over a non-dedicated telephone line. If the
patient cannot access a phone line and the device is placed in its cradle, it
can retain patient data indefinitely. In certain clinical trials, prior to the
patient exhausting the supply of medication contained in the pre-packaged tray
of the Med-eMonitor, McKesson's inventory management system will ship a new tray
packaged with medication to the patient. The patient then will simply slide out
the old tray, and slide in the new one.

Information Management

The Med-eXpert(TM) database and patient enrollment system provides medical and
research personnel with extensive real-time information about patient compliance
and medication response, all of which is customized to the trial protocol
specifications. The Med-eXpert(TM) database and patient enrollment system
provides a wide range of patient-monitoring features available via the Web,
including:

o     Capturing and managing automated medication compliance (date and
      time-stamped)
o     Remote monitoring of patients' responses to drug and dosage regimens
o     Remote monitoring of patients' physiologic and quality of life information
o     The ability to analyze data from multiple patients during trials
o     The ability to implement protocol changes and enhancements rapidly
o     Aggregated data collection to provide real-time trend analysis during
      trials
o     Outbound e-mail messages sent automatically to case managers and clinical
      research coordinators when certain patient-reported data is "out of
      bounds."

The Med-eMonitor(TM) System provides value to pharmaceutical manufacturers and
contract research organizations (CRO's) in five critical areas:

1.    Time The time required to acquire, aggregate, analyze and report clinical
      trial information is reduced dramatically, thereby shortening the
      time-to-market for new drugs. Real-time data capture enables researchers
      to address the onset of complications well in advance of traditional
      methodologies. Pharmaceutical industry sources estimate that each day's
      delay in bringing a drug to market can cost the pharmaceutical
      manufacturer from $1,000,000 to $10,000,000 in lost revenues.

2.    Cost The operational costs of conducting a trial and managing the results
      are significantly reduced through operational efficiencies and minimizing
      the requirement for researcher -- patient intervention.

3.    Patient Attrition A primary cause of patients leaving a trial is their
      frustration with the need to keep hand-written diaries and having to
      remember when to take their medications. Recruiting patients is an
      extremely expensive and time-consuming aspect of drug trials and reducing
      attrition is of great value. The November 2001 Tufts University study on
      the cost of introducing a new drug states that the cost of recruiting and
      retaining the patients in a trial comprises approximately 20% of the $802
      million total cost.

4.    Data Accuracy Automated data collection via patient prompts and intuitive
      data capture increases the accuracy and relevancy of patient data.

5.    Integration of Medication Compliance, Electronic Patient Diary, and
      Medication Packaging This unified platform simplifies the protocol
      delivery and patient response, helping ensure that the patient more
      closely adheres to proper medication compliance and protocol adherence.

                                      -5-
<PAGE>

Turnkey Platform Value Propositions


Value to Pharmaceutical and Biotech Firms

      o     Integrates medication compliance, patient diary, and drug packaging
            into one platform and seamless system
      o     Provides an entirely new population of patients to participate in
            clinical drug trials -- remote rural patients
      o     Direct shipment of Med-eMonitor drug packaging to patients
      o     Reduced frequency of patient site visits through remote monitoring
            and direct shipments
      o     Accelerates the clinical trial and reduces time-to-market for a new
            drug, thereby increasing revenues
      o     Real-time data enables rolling submissions and mid-course protocol
            modifications
      o     Earlier identification of compounds that lack efficacy or produce
            unacceptable side effects or quality of life
      o     Facilitates comparison studies post-market launch to identify and
            quantify earlier onset of action, longer duration of action,
            improved quality-of-life, reduced side effects of sponsor drug in
            comparison to competitors' drugs
      o     Improved patient safety through daily monitoring
      o     Accurate measure of test subject compliance with entire clinical
            protocol, and with medication dosing
      o     Monitoring global patient protocol adherence "by patient" and "by
            site"
      o     More scientific and accurate method of capturing data from patients


Value to Contract Research Originations and Investigators

      o     Increases data reliability and reduced transcription errors:
            electronic data capture, using a Med-eMonitor in place of manual
            data capture, provides more detailed data without requiring manual
            data input based upon hand-written forms
      o     Facilitates responses to FDA questions based upon use of the
            database to provide real time analysis regarding issues raised by
            FDA
      o     Accelerates the "unblinding" of the database, by shortening the time
            from the last patient visit until all the data, regarding that
            patient, has been entered into the database
      o     Control data for non-experimental drugs that are being taken by the
            patient, the effects of which may be attributed unfairly to the
            experimental drug
      o     Daily identification of trial participants who are not following the
            protocol, permitting rapid intervention to either get the patient
            back on the protocol or rapid recruitment of new patients to achieve
            statistical validity for the trial
      o     Identification of compliant patients who adhere to the trial, who
            may form a registry of adherent patients for a subsequent trial
      o     Identification of prior dates and times of patient drug
            administration, side effects incidence and duration, and other data
            currently manually captured by Clinical Research Centers ("CRCs")
            that is based upon the patient's retrospective recall
      o     Allows for improved analysis of drug holidays on patient outcomes
      o     Value of interactive communications and opportunities provided by
            mass customizing of Med-eMonitor protocols; e.g. site administrator
            has unlimited capacity to place patients and study personnel in one
            or more defined "groups" and to selectively change protocol or send
            specific message to defined group only
      o     Selected instructions sent to patent group(s) based upon monitoring
            data
      o     Allows study supervisors to anonymously monitor Clinical Research
            Associates work, site physicians' results on patient adherence,
            patient sign-up, or other aspects of study, on a daily basis without
            breaking into double blind protocol code for study

                                      -6-
<PAGE>


      Value to Patients

      o     Assists patients in adhering to the trial protocol by providing
            daily behavioral prompts
      o     Dramatically reduces the patient's burden of filling in written
            diaries or trial forms just before office visits, or based upon
            faulty memory
      o     Enables accurate and timely responses to questionnaires and
            recording of physiological data
      o     Reduced frequency of site visits due to direct-to-patient pharmacy
            shipments
      o     May provide opportunity to avoid adverse reactions before they
            become serious
      o     Enables researchers to intervene on behalf of the patient when an
            anticipated possible drug reaction is detected in its early stages
            prior to causing serious side effects
      o     Increases patient's sense of participation in clinical study or
            treatment
      o     Long term Phase IV monitoring with Med-eMonitor allows a more rapid
            and targeted intervention when daily physiological data or
            questionnaires indicate patient is headed toward a serious clinical
            event

Market Opportunity

      Target Markets

Clinical Trials

InforMedix is targeting the market for clinical trials of new and emerging drugs
and medications. This multi-billion dollar market is well defined and has a
significant need for an immediate and efficient solution to obtain accurate
clinical trial data to accelerate time-to-market for new drugs and to reduce the
costs associated with clinical trials. The market is comprised of:

o     Pharmaceutical firms
o     Biotechnology firms
o     Contract Research Organizations (CRO's)
o     The National Institutes of Health
o     Leading research academic institutions

Both the risks and rewards derived from developing and marketing new drugs are
compelling. In November 2001, Tufts University published a widely referenced
study that determined the average cost of developing and bringing a new drug to
market is $802 million. Recent data that includes the marketing costs of
launching a new drug product estimate the cost at $1.2 billion. Though other
industry experts debate these estimates, all agree the costs associated with
developing and introducing a new drug to the market are staggering, especially
when factoring in the cost of pure research, failed projects, data capture and
analysis, and clinical trials.

Key cost elements related to clinical trials include acquiring patient
compliance and response data, aggregating and managing the data, patient site
visits, and analyzing and reporting the study results in accordance with FDA
requirements.

The Tufts article also cites recruitment of patients as one of the largest cost
components of clinical trials. Pharmaceutical and biotechnology companies are
experiencing difficulty in maintaining enrollment in clinical trials and keeping
patients compliant to the prescribed drug regimen and other elements of the
protocol. InforMedix's primary market research with major pharmaceutical firms
revealed that more than 20% of patients "fall off" during clinical trials.
Retaining trial patients saves time, saves money, and potentially saves the
trial itself Opening up the opportunity for remote rural patients to participate
in clinical drug trials may result in a significant expense reduction to
sponsors.

Disease Management

Over 25,000,000 patients in the United States are chronically ill and treated
with complex polypharmaceutical medication regimens. Their conditions include

                                      -7-
<PAGE>

congestive heart failure (CHF), hypertension, diabetes, asthma, schizophrenia,
bipolar disorder, hyperlipidemia, coronary artery disease, HIV/AIDS and others.
These patients utilize a disproportionate amount of healthcare resources, and
may cost the system $50,000 to $75,000 per year or more. Major costs relate to
medication non-compliance resulting in unnecessary emergency room and hospital
visits. It is estimated that over 50% of chronically ill patients are
non-compliant, and 33% of all CHF hospital admissions (the major hospital cost
under Medicare) results from patients not properly complying with their
medication regimens. Increasingly these patients are being case managed by nurse
specialists operating out of call centers. Payors provide a monthly per patient
fee for case management. The use of remote telemonitoring technologies, such as
digital blood pressure cuffs and scales demonstrates increasing adoption rates,
with price points ranging from $50 to $125 per patient per month depending upon
the number of devices being used, and the length of the monitoring period
commitment.

Clinical Trials Market Size

Pharmaceutical and biotechnology companies have more than 4,360 new drugs in the
development pipeline in 2002. These new medications are being tested and
validated in more than 40,000 clinical trials. According to Center Watch, Inc.,
4-6 million people take part in clinical trials each year. In the next decade,
this number is projected to grow at double-digit rates through new research and
development breakthroughs, including genomic and proteomic discoveries.

To introduce a new drug to the market, pharmaceutical companies must proceed
through four well-defined phases, each of which requires researchers to collect
and analyze significant amounts of patient-generated data. There are
considerable costs related to each trial phase and significant time is required
to acquire and manage the data to ensure accurate reporting and results.

Total clinical research expenditures in the US for CY2000 were approximately $26
billion. Of that, clinical trials Phases I, II and III accounted for
approximately $7.35 billion, and Phase IV required an additional $1.5 billion.
(According to the Parexel Pharmaceutical Statistical Sourcebook, the average
Phase III trial costs $43.3 million and requires 2.5 years to complete.)

<TABLE>
<CAPTION>
                                          THE FOUR PHASES OF CLINICAL DRUG TRIALS
  -------------------------------------------------------------------------------------------------------------------
                Number of         Length        Purpose              Estimated      Number of       Total Estimated
                Patients                                             Cost (% of     Drugs in        Number of
                                                                     drug R&D       Pipeline        Patients
                                                                     budget)        (CY2000)
  -------------------------------------------------------------------------------------------------------------------
  <S>           <C>               <C>           <C>                  <C>            <C>             <C>
  Phase I       20-100 healthy    Several       Mainly safety        15% - 20%      690             35,000
                volunteers        months
  -------------------------------------------------------------------------------------------------------------------
  Phase II      100-300 patients  Several       Some short-term      20% - 25%      1,400           280,000
                that have the     months to 2   safety but mainly
                targeted disease  years         effectiveness
  -------------------------------------------------------------------------------------------------------------------
  Phase III     500-5,000         1-4 years     Safety, dosage,      30% - 35%      970             1,940,000
                patients that                   effectiveness and
                have the disease                broad scale FDA
                                                approval
  -------------------------------------------------------------------------------------------------------------------
  Phase IV      2,500 to many     1+ years      Determine long term  Funded by      Many            2,500,000+
  (post-market  thousands of                    effects and          marketing
  launch)       patients                        identify             budgets
                                                cross-marketing
                                                opportunities
  -------------------------------------------------------------------------------------------------------------------
</TABLE>

New Drug Approval Rate: of 100 drugs submitted for NDA's to the FDA,
approximately 70 drugs complete Phase I trials and go to Phase II; approximately
33 complete Phase II and go to Phase Ill; and 25 to 30 drugs clear Phase III (on
average about 20 drugs are approved per annum).


                                      -8-
<PAGE>

Disease Management Market Size

It is estimated that the current market size for remote telemonitoring of
disease management is approximately $100 million and will grow to $2 - $5
billion over the next five years. This market is expected to grow as technology
is adopted and baby boomers age. We expect baby boomers will prefer home
monitoring to entering assisted living and nursing homes. Significant cost
savings and quality-of-life improvements have been demonstrated in the research
literature related to the deployment of home telemonitoring systems. Generic and
specialty disease management companies have developed to address these market
and demographic opportunities, and they seek early warning mechanisms to head
off expensive emergency room and hospital costs, while simultaneously enabling
nurse case managers to manage more patients using real-time remote patient data
capture.

We estimate that there are as many as 25 million patients in the United States
that suffer from chronic illnesses. If chronic care improvement technologies
were deemed appropriate for 25% of these patients, and the average cost for this
service was $50 per month, the total market for chronic care improvement
technologies in the US would be $3.75 Billion annually.

We believe the market for chronic care improvement technologies is poised for
rapid growth due to the increased level of commitment to technology by the
Federal government and private insurers. For example, in passing the Medicare
Modernization Act of 2003, Congress committed the Federal Centers for Medicare
and Medicaid Services to improve chronic care treatment for senior citizens and
other Medicare beneficiaries. The Federal Centers for Medicare and Medicaid
Services (CMS) in April 2004 released a request for proposal to implement
chronic care improvement programs as mandated under the Medicare reform bill. In
its introduction to the RFP, CMS emphasizes that one key purpose of the
initiative is to "accelerate the adoption of health information technology."

In the private sector, almost all health plans have a disease management program
in effect. Many of these plans are investing millions of dollars to implement
systems and business processes for systematic patient monitoring, care
coordination, and the prevention of complications from chronic illnesses. The
goal of these programs is the same: to increase medication compliance in order
to reduce the occurrence of costly hospital visits due to noncompliance.

We believe there is strong evidence to support the conclusion that information
technology can reduce the cost of disease management services. Our own studies
have demonstrated substantial improvement in medication compliance with the use
of the Med-eMonitor. By enabling healthcare service providers to detect early
warning signs and improve medication compliance, health care costs can be
reduced. Tele-monitoring of patient response to medication can reduce the need
for costly nursing visits and therefore, reduce the cost of disease management
programs.

Current State of Technology

      Clinical Trials

Currently, 25% of all clinical trials use patient diaries to collect critical
patient data. Most of these clinical trials require patients to use handwritten
diaries to track when and how the patient takes the prescribed doses during the
study. Patients are also instructed to keep track of their physiologic responses
to the medications they are taking during the trial.

Protocol compliance (determining if the patient took the drug when and how they
were supposed to take it) is also a major aspect to a study. Researchers must
rely on visual examination of drug packages to determine if the patient took the
drug. In many studies, the drugs provided patients are packaged in poster-sized
blister packs and patients are instructed to save their used packs to enable
researchers to visually verify that the patient took all of the medications in
the package. This is a very expensive and cumbersome solution to track patient
compliance.

Each patient participating in the trial is required to bring their diary and
pill pack to regularly scheduled meetings with research supervisors for visual
inspection. These assigned visits to the study site range from every week to
every 6-8 weeks, depending upon the disease type and the phase of the clinical
trial.

Not infrequently, patients forget to write the daily notations in their diaries,
and enter the diary data retrospectively just prior to the site visit, or at the
site visit itself Patients also forget to take the medications on time from the


                                      -9-
<PAGE>

blister packages, and will empty the number of pills they were supposed to have
taken from the packages in advance of the study visit. The clinical research
coordinator must first review this information; then a study monitor is brought
in to monitor the information inputted by the clinical research coordinator to
make sure they have not misread or omitted information received from the
participating patients. All the blister packs and diaries are then sent to the
pharmaceutical/biotechnology company where they are typically manually reviewed
for a third time, and manually input into a database using double entry into the
system.

The InforMedix/McKesson BioServices Turnkey Platform provides the only
integrated solution to this market through combining medication compliance,
patient diary, and drug packaging in one simple to use device.

Industry analysts estimate the cost of managing the acquisition, translation and
aggregation of patient diary and data management to be approximately $650
million per year. The use of patient diaries is expected to grow dramatically as
more drugs enter later phases of trials and more patients are recruited to
support trials. The 2005 market for patient diaries is projected to be $3
billion. We estimate that the market for electronic patient diaries is currently
$75MM per year and will grow to $500MM over the next three years.

      Disease Management

There are a number of companies providing home physiologic monitoring devices,
and several home medication compliance monitors. No vendor has yet developed a
true "plug and play" technology platform that allows the easy integration of two
or more devices into a suite of products that include medication compliance
monitoring. Phillips has developed an integrated plug and play physiologic
monitoring system, but it lacks medication compliance monitoring. Several
companies have brought to market medication compliance monitors that are bedside
units operating on AIC power. These devices are capable of recording medication
compliance and providing remote alerts of noncompliance. Only InforMedix has
developed a portable device that captures medication compliance and electronic
diary data, along with patient-entered physiologic data, which may possibly be
combined with McKesson specialty packaging for the disease management market.
Additional plans include directly streaming physiologic monitor data into our
Med-eXpert database.

Market Opportunity

      Clinical Trials

The entire clinical trials process is labor-intensive and error-prone, resulting
in poor quality data, less scientific studies, and longer time-to-market for a
new drug under study. Pharmaceutical and biotech companies want to improve data
collection to better measure health outcomes and to prove the value of a given
drug. This information will enable the placement of these drugs on managed care
drug formularies and reduce market pressure for price reductions.

The data analysis phase of clinical trials process is also time-consuming. One
of the major delays in unblinding* studies today is the lag between the last
patient visit to the study site and the entry of all patient data. Today, that
period lasts between 15 to 20 weeks due to all the manual data-entry and data
cleansing. With direct electronic data capture (ED C), this period can be
reduced by up to 15 weeks, as there is no additional data-entry and scrubbing
after the patient's last visit.

A second major delay is caused by the need for the study results to be certified
as statistically valid. To achieve valid results, a minimum number of patients
must have adhered to the trial protocol. This minimum number is determined by
the study design and statistical analysis used in the study. Currently, when
patients are not re-evaluated for 4 to 8 weeks after the previous clinical site
visit, the researchers may not know for 4 to 8 weeks, or longer, if the patient
is adhering to the protocol. Once it is determined that patients are not
adhering to the protocol, they will require intervention to place them back on
it, or the researchers may need to recruit new patients into the study,
resulting in further delays. One leading pharmaceutical company estimates it
loses 20% or more of its patients in clinical trials due to patients'
non-compliance.

o     In conjunction with randomization, a design feature known as "blinding"
      helps ensure that bias does not distort the conduct of a study or the


                                      -10-
<PAGE>

      interpretation of its results. Single blinding consists of keeping
      patients from knowing if they are receiving the investigational drug or a
      placebo. In a double-blind study, neither patients nor investigators or
      data analysts know which patients get the investigational drug.

      Disease Management

Third party payors, self-insured corporations, and Medicare are all seeking
novel methods to reduce the staggering and growing costs of caring for complex,
chronically ill patients. There would be wide appeal for a true plug and play
technology platform that would combine medication compliance monitoring, drug
packaging solutions for ten or more medications per patient, electronic patient
diary data, and physiologic data at a reasonable monthly cost. The company that
provides this platform combined with Web-enabled monitoring should have
significant first mover advantage.

Adoption of New Technology

Current approaches to accelerate time-to-market and save costs in clinical
trials include exploring a variety of electronic data capture (EDC) technologies
and electronic patient diaries (EPD). The FDA and its European counterparts have
used EDC and EPD in part of their development programs to approve 13 new drugs.
This number is projected to grow rapidly as the demand for improved clinical
research processes is pushed forward beyond current labor-intensive
methodologies. Cato Research, a well known CR0, states that many pharmaceutical
companies are requesting information on the use of EDC for future planning of
their clinical trials.

According to DATATRAK, electronic data capture methods can reduce clinical
trials costs by an average of 82%. This is based on an average EDC cost of
$485,000 per trial as compared to $2,700,000 per trial for paper and pen
methods. ("The EDC Value Proposition to the Pharmaceutical Industry," DATATRAK
International, July 2001)

Over the last two years, major pharmaceutical manufacturers have been creating
eBusiness divisions to enable researchers to begin to capture patient-based
information electronically. These business units are forming alliances with
medical information technology companies to accelerate this growing trend. The
success and accuracy of the patient-based information obtained during these
trials will facilitate more rapid FDA approval, which is required to market new
drug products. As the recruitment of patients for participation in clinical drug
trials becomes more difficult, more rapid, accurate feedback of patient
compliance using captured data becomes imperative.

Palm Pilot vendors currently have a revenue run rate of $75 million in the
electronic patient diary space, and have revenue growth of 75% in 2004 when
compared to 2003.

The InforMedix Med-eMonitorT(TM) System directly addresses this growing segment
of the clinical trials market. The Med-eMonitor(TM) System can significantly
improve the speed and integrity of data captured in clinical drug trials. For
example, the Med-eMonitor System eliminates the 4 - 8 week gaps in information
between patient site visits. And it eliminates the 15 - 20 week time until the
trial database is locked at the end of the trial.

Marketing and Sales Strategy

The Med-eMonitor System will be marketed and sold to pharmaceutical and
biotechnology companies, Federal Government Research Centers, Contract Research
Organizations (CROs) and Site Management Organizations (SMOs) that manage
clinical trials, and major academic research centers. Key decision makers and
infiuencers include senior management, clinical trials directors, and product
managers responsible for the launch of a new product, marketing managers
responsible for Phase IV and post-launch trials, and the eHealth / I.T.
divisions of these organizations.

Med-eMonitor will also be marketed and sold to disease management companies, and
third party payors and self-insured corporations that have adopted a
case-management approach to chronic care patients.

InforMedix will market and sell the Turnkey Platform through strategic alliances
and direct sales channels, as outlined below. McKesson BioServices will market
and sell the platform through direct sales to commercial and government customer
contacts, and through significant trade show visibility.


                                      -11-
<PAGE>

Direct Sales

InforMedix's management team is initially focused on expanding its relationships
with decision makers in pharmaceutical companies. The Alliance will leverage
this opportunity through accessing pharmaceutical relationships developed by
McKesson over the past 19 years. The pharmaceutical firms determine how drugs
will be tested and by whom. Pharmaceutical companies typically perform 50% of
their clinical trials within their own organizations and contract the remainder
to CROs and SMOs.

Strategic Alliance Value Creation, Activities and Operations

InforMedix set out to develop strategic alliances with companies with
established distribution channels for products and services used in either
clinical trials or disease management. In October 2004, InforMedix announced its
strategic alliance with McKesson, to jointly provide a turnkey
patient-compliance and medication-dispensing solution for use in clinical
trials.

The agreement provides for McKesson to market, sell and distribute a combined
technology platform, which integrates InforMedix's Med-eMonitor(TM) patient
diary and medication device; InforMedix's Med-eXpert(TM) database and patient
enrollment system; and McKesson's expertise in specialty clinical trial material
packaging and medication-distribution systems. Management of the companies
believe, based on their knowledge of the industry that for the first time ever,
the combination offers clinical trial sponsors and investigators improved
patient-medication compliance and clinical-protocol adherence, enhanced
medication safety, and lower overall cost.

McKesson supports 500,000 patients in clinical drug trials in 50 countries, and
is a leader in the management, packaging and labeling, analytical testing,
validation testing, storage and distribution of clinical trial materials and
biological specimens covering preclinical through Phase IV studies. McKesson
also provides patient-specific pharmacy services nationwide to support patient
assistance programs for commercial pharmaceutical products.

McKesson Corporation is the leading provider of supply, information and care
management products and services designed to reduce costs and improve quality
across healthcare. McKesson solutions empower healthcare professionals with the
tools they need to deliver care more effectively and efficiently. Founded in
1833, with annual revenues of more than $60 billion, McKesson ranks as the 16th
largest industrial company in the United States.


Competition

      Clinical Trials

The ePRO market for clinical trials continues to be fragmented with new entrants
each year. Management attended the 2004 Drug Information Association Annual
Meeting and gathered significant competitive information. This direct research
reinforced the clear differentiation of the Company's Med-eMonitor System from
the competitive EPD product offerings.

There are a number of small firms offering PDA (personal digital assistant)
based solutions. These applications utilize either the Palm Operating System
products, such as Palm Pilot and Handspring, or Windows CE Operating System
products, such as the Compaq IPAQ. Regardless of the platform, each competitor's
offering provides the same user interface and related user challenges found with
using a small stylus to enter data on a small LCD screen. Additionally, no
competitor provides automated medication compliance tracking.

InforMedix believes it can achieve significant market share based on a superior
patient-device interface and unique product features for clinical trial
managers. The Med-eMonitor System provides a very easy to use method of
capturing the patient's drug response information. No stylus is required, the
display screen is much easier to read, and patients are automatically prompted
to take the specified drug at the right time and sequence. The Turnkey Platform
provided through this strategic alliance integrates medication compliance,
electronic patient diary, and drug packaging into a solution management believes
to be unique in the marketplace.


                                      -12-
<PAGE>

Additionally, based on Managements knowledge of the industry, we are not aware
of any competitive products that simultaneously capture and correlate the
drug-dose response data for both study and non-study drugs taken by the patient
participating in the trial. InforMedix has integrated the two patient monitoring
functions -- medication compliance and health status -- including diary and
physiologic data. InforMedix offers an information system performing these
functions that is linked to an Internet-accessible database. Management believes
its patent portfolio offers a distinct advantage over the competition with its
unique drug-dose response information. The patents cover a wide variety of
patient monitoring devices and information systems, including dispensing devices
as well as wireless and PDA applications. The Internet-accessible database is
the subject of 14 patents pending. InforMedix owns the "Pioneer Patent
Portfolio" in this field, with its patents cited as prior art by over 154 other
issued patents.

      Categories and companies that compete in the clinical market include:

Electronic Prescription Vials: Electronic prescription vials are caps placed on
a normal medication bottle that record the date and time when the bottle is
opened. This product has audible alerts to remind the patient to take his/her
medication. One product called SmartCap(TM) uses a docking station that
transmits the information recorded by the cap across a modem line to monitoring
sites. The device can store up to 1300 events. These products are simple
compliance monitors and do not offer the ability for patients to be questioned,
or to receive customized information about the trial. This product costs about
$750 per drug per user per year. SmartCapTM has monitored in excess of 2 million
patient days, primarily in the clinical trial market.

PHT Corp: PHT has developed is a Web-based, open architecture system built on an
XML platform that provides systems for the electronic collection and management
of data for clinical trials. Products include the StudyWorks electronic
data-capture system; and the Patient LogPad(R), a Palm Pilot-based direct
data-capture device. PHT Clinical's products enable study subjects to
communicate with researchers in "real-time" via the Web. The two-way
communication link allows researchers to detect symptoms that may warrant
immediate medical attention and can act as a prompt for adjustments due to
changes in the patient's medical condition. However, these products do not hold
or dispense medications, do not monitor medication compliance, and do not
provide remote access to a database.

eTrials Worldwide, Inc. provides software for the collection, integration and
review of data in the clinical trial process. The eTrials data entry system and
Web based reporting system are called "QuickStudy CaptureTM" and "Quick Study
TouchTM. services, respectively. An alarm lets the patient know when it is time
to respond to questions and when the patient should take his/her medications.
The information is time-stamped and saved in the device for the pharmaceutical
company's database for analysis. The company recently merged with Arracel
Corporation. Arracel had previously acquired other eClinical technology business
enterprises. The company claims to have over 50 trials ongoing and to have
enabled over 400 total studies in more than 50 countries overall.

Invivodata, Inc.: Invivodata provides Web-based clinical trial data collection
and management software and services that utilize Palm Pilots for the collection
of data. Invivodata claims that its system has been used successfully in 80
clinical trials worldwide, involving hundreds of sites and more than 20,000
patients. The Invivodata eDiary System is a software program and does not allow
for medication dispensation or recording vital signs data.


CRF, Inc.: CRF, Inc. provides Web-based clinical trial data collection and
management software and services via its "TrialMaxTM e-diary toolkit". CRF's
product is also a Palm Pilot based solution, and is limited in practicality,
because it is a software program and does not allow for medication dispensation
or recording vital signs data. CRF claims to have reported patient data for
thirteen unique pharmaceutical company clients.

Phase Forward(TM), Inc.: Phase ForwardTM, Inc. provides Web-based clinical trial
data collection and management software and services. Phase Forward's(TM)
product, InForm(TM), uses Internet technologies to collect and manage essential
clinical trial data in an efficient and timely way. Providers can collect and
update real-time clinical data, manage queries and responses, make
field-specific comments and automatically maintain an audit trail of changes.
Inform(TM) permits the exchange of information between the provider and the
patient. However, it is limited in practicality, because it is a software
program and does not allow for medication dispensation or recording vital signs
data.


                                      -13-
<PAGE>

                Disease Management Dedicated Technology Providers

AMD Telemedicine: AMD Telemedicine offers products for markets ranging from
cardiology to dentistry to pathology that are aimed primarily at rural
caregivers. The AMD-9900 Care Companion is the company's entry in the market for
products for the remote patient monitoring in the home healthcare market. The
device prompts patients to take medications and answer questions related to
their health needs. Data is transmitted via phone line to servers.

American Telecare (A TI): ATI offers a range of monitoring devices with features
that include high-resolution two-way video over ordinary voice telephone lines.
The non-video Monitoring Station and Disease Management Monitoring Station(TM)
guide patients with disease states such as chronic obstructive pulmonary disease
(COPD), hypertension (FITN), and congestive heart failure (CHF), through a daily
process of obtaining vital signs via wireless peripheral devices, as well as
dialogues about subjective symptomatic information. Providors view patient data
via a dedicated Windows-based PC.

CyberNet Medical: CyberNet Medical offers products for gathering both patient
vital signs and subjective symptomatic information for transmission to
healthcare providers. The company offers the MedStar(TM) line of products for
patient monitoring of vital signs. The MedStar 300 collects weight, blood
pressure, glucose, and respiratory-function information. The data is then
transmitted for storage in SQL databases and can be viewed via a Web-based
interface. MedStar offers patient dialogues for collecting subjective symptom
information. CyberNet also markets the PalStar, a PDA-like device through which
physicians and other care managers, using a web-based interface, can choose sets
of subjective questions on topics such as self-assessed condition, diet, and
medication compliance.

Health Hero Network, Inc.: Health Hero Network is an eHealth company that
markets the Health Buddy System for remote health monitoring and management. The
system is comprised of monitoring tools, clinical information databases, Web
based decision support tools, health management programs, and content
development tools that allow providers to remotely collect data about a
patient's symptoms, behavior, and knowledge, as well as data from a variety of
home medical devices such as blood glucose monitors and blood pressure monitors.
Health Hero Network lists customers that include large regional medical systems,
the VHA, home healthcare companies, and disease-management service providers.

HomMed: HomMed's Health Monitoring System is based on its Sentry and Genesis
devices, placed in patients' homes or clinical environments, and the Central
Station, which allows healthcare professional to monitor patients' status via a
dedicated terminal based on the Windows platform. The Sentry engages patients in
a subjective dialogue about their conditions, and also includes a scale,
blood-pressure cuff, and a non-invasive finger probe that measures heart rate
and oxygen. The Genesis is a lower-priced version of the Sentry.

LifeLink: LifeLink Monitoring provides telemonitoring services for patients with
congestive heart failure, diabetes, and hypertension. The company places devices
in patients' homes that take objective measurements of vital signs, and gather
patients' responses to subjective questions about symptoms and medication
compliance. Data is transmitted to physicians and care managers by e-mail or
fax, or can be sent directly to clinical information systems. The company claims
it is expanding its services to include measurements of respiratory function,
temperature, and cholesterol. LifeLink Monitoring lists customers that include
large MCOs such as Kaiser Permanente, the VHA, home healthcare companies, and
disease-management services providers.

Phillips: Phillips offers Telemonitoring Services for congestive heart failure
"that create and support a daily communications link between patients with
chronic disease and their providers..." The Philips system encompasses a range
of wireless devices, including scales, blood-pressure monitors, and a device
that conducts automated subjective surveys. Data is transmitted via a telephone
line for providers to review via a Web-based interface.

Viterion TeleHealthCare: Viterion markets two models of its Viterion Telehealth
Monitor. The Viterion 100 was designed for home care use by patients who have
been hospitalized for acute conditions. The Viterion 500 is aimed at a broader
marketplace, and includes features such as Web connectivity and realtime
video-conferencing. Providers monitor patient status via the ViterionNET


                                      -14-
<PAGE>

TeleHealthCare Network, which provides secure transmission and storage of data,
interfaces for monitoring patient status, and capabilities for patient-provider
and provider-provider interactions.

Technology and Services Companies

Alere Medical: Alere Medical offers a fully outsourced solution exclusively for
cardiac care. Alere's system involves a home-monitoring device called the
DayLink-monitor, which it does not appear to sell on an unbundled basis, that
collects "objective and symptomatic information," including the patient's weight
and blood pressure. Information is relayed by phone transmission to the
company's NurseStation interface for review by call center-based cardiac nurses.

American Medical Alert Corporation (AMAC): AMAC's primary products and markets
are in the area of personal emergency response systems, although the company has
recently been shifting to a broader focus on remote monitoring and management of
patients with chronic conditions. The company is a Health Hero Network partner.
AMAC markets both the Health Buddy appliance and a Health Buddy appliance that
is integrated with AMAC's VoiceCare(R) Personal Emergency Response System and
connects patients to AMAC's H-Link call center. The company has been
concentrating sales in the home healthcare market, both to home healthcare
agencies and family caregivers, as well as state Medicaid programs.

Cardiocom: Cardiocom offers products and services for patients with chronic
heart failure, chronic obstructive pulmonary disease, asthma, diabetes, and
coronary artery disease. Cardiocom's core remote patient monitoring device is
the Carestar(TM), which follows branching logic and bases the questions it poses
to patients based on their earlier responses. The company also offers the
Telescale(R) for patients with chronic heart failure, combining a scale with an
interactive patient monitoring device. Nurses and providers monitor patient
status via a system called the Omnivisor(TM). In addition, the company also
offers an option for call center-based care coordination for patients with
cardiac and respiratory diseases.

QMed Inc.: QMed offers a variety of technology tools and related services for
patients suffering from heart disease. The company's offerings include the
ohms/cad(R) system for patients with coronary artery disease, which appears to
be an outsourced solution for patient recruitment, monitoring,
risk-stratification, and alerting of physicians when patients decompensate.


Government Regulation

HIPAA

The Health Insurance Portability and Accountability Act mandates the adoption of
standards for the exchange of electronic health information in an effort to
encourage overall administrative simplification and to enhance the effectiveness
and efficiency of the healthcare industry. Ensuring privacy and security of
patient information - "accountability" - is one of the key factors driving the
legislation. The other major factor - "portability" - refers to Congress'
intention to ensure that individuals can take their medical and insurance
records with them when they change employers. In August 2000, HHS issued final
regulations establishing electronic data transmission standards that healthcare
providers must use when submitting or receiving certain healthcare data
electronically. All affected entities, including InforMedix, are required to
comply with these regulations.

In December 2000, HHS issued final regulations concerning the privacy of
healthcare information. These regulations regulate the use and disclosure of
individuals' healthcare information, whether communicated electronically, on
paper or orally. All affected entities, including InforMedix, are required to
comply with these regulations effective April 14, 2003. The regulations also
provide patients with significant new rights related to understanding and
controlling how their health information is used or disclosed.

In February 2003, HHS issued final regulations concerning the security of
healthcare information maintained or transmitted electronically. These
regulations require implementation of organizational and technical practices to
protect the security of such information. All affected entities, including


                                      -15-
<PAGE>

InforMedix, are required to comply with these regulations effective April 30,
2005. Although the enforcement provisions of HIPAA have not yet been finalized,
sanctions are expected to include criminal penalties and civil sanctions.
InforMedix anticipates that it will be fully able to comply with the HIPAA
regulations that have been issued by their respective mandatory compliance
dates. Based on the existing and proposed HIPAA regulations, InforMedix believes
that the cost of its compliance with HIPAA will not have a material adverse
effect on its business, financial condition or results of operations.

The Company has hired a medical software engineer who is an expert in the area
of HIPAA and 21CFR part 11, to ensure that the back-end software of the
Med-eMonitor complies with the required government regulations.

See "Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a)of the Exchange Act - Significant Consultant."

Food, Drug and Cosmetic Act

The Food and Drug Administration has notified InforMedix that the Med-eMonitor
System is not subject to the registration, device listing or premarket
notification provisions of the Food, Drug and Cosmetic Act, because the
Med-eMonitor System satisfies certain conditions established by the FDA in its
enforcement discretion. The Med-eMonitor System is subject to the adulteration
and misbranding provisions of the FDCA and InforMedix must comply with the
medical device reporting requirements of the FDCA InforMedix must also comply
with 21CFR Part 11 regulations governing the electronic capture of clinical
trial data. InforMedix believes that the cost and administrative burden
associated with FDA compliance are not material to InforMedix's business,
financial condition or results of operations. It should be noted that the FDA
has approved new drug applications using PDAs, such as Palm Pilots, in the
capture of patient information. Palm Pilot is a modified modality.

Environmental Matters

Management of InforMedix believes that it currently is in compliance, in all
material respects, with applicable federal, state and local statutes and
ordinances regulating the discharge of hazardous materials into the environment.
InforMedix does not believe that it will be required to expend any material
amounts in order to remain in compliance with these laws and regulations or that
such compliance will materially affect its capital expenditures, earnings or
competitive position.

Seasonality

The clinical trials market is not influenced by seasonal changes. Pharmaceutical
and biotechnology companies pursue drug development actively throughout the
course of the year.

Risk Factors

We are subject to various risks that may materially harm our business, financial
condition and results of operations. There are not the only risks and
uncertainties that we face. If any of these risks or uncertainties actually
occurs, our business, financial condition or operating results could be
materially harmed.

Risks Relating to Our Financial Condition

Qualified financial statements based on operating losses and a capital deficit
question InforMedix's ability to continue in business.

InforMedix's accountants issued a qualified report on our financial statements
as of and for the year ended December 31, 2004. The report states that
InforMedix recently emerged from the development stage and is now an operating
company and there is no guarantee whether the Company will be able to generate
enough revenue and/or raise sufficient capital to support current operations and
expand sales. This raises substantial doubt about InforMedix's ability to
continue as a going concern. See "Report of Independent Registered Public
Accounting Firm" and "Note 12 of Notes to InforMedix Consolidated Financial
Statements."

Need for additional financing.

Between December 2004 and March 2005, InforMedix raised gross proceeds of
$731,000 in an Exchange Offer pursuant to a Private Placement Memorandum dated
December 22, 2004 (the "Offering"). Prior to such Offering we had nominal cash
on hand. We still require additional funds to fully implement our business plan.
Management can give no assurance we will obtain the funds to fully implement the
business plan, or that a full implementation of such business plan will result
in InforMedix's profitability.

If InforMedix continues to incur negative cash flow from its operations, it may
exhaust our capital resources.

No net positive cash flow has been generated from InforMedix's operations since
its inception. InforMedix has been primarily a development stage company, to
date, and has invested the majority of its resources in the R&D of the product
and its patents, with minimal investment for the commercialization of its
product. InforMedix had a net loss of $2,274,367 on sales of $28,750 for the
year ended December 31, 2004 and a net loss of $1,949,621 on zero sales for the
year ended December 31, 2003; and a cumulative loss from inception through
December 31, 2004, of $16,234,729.

InforMedix has funded its operating activities primarily through sales of equity
securities to its founders, individual accredited investors, corporate


                                      -16-
<PAGE>

investors, private investment lenders and equity issued for services in the
amount of approximately $16,343,000 as of December 31, 2004. In addition, from
inception to December 31, 2002, we borrowed $725,000 from our Chief Executive
Officer, directors and affiliates and an additional $65,000 in 2003 (all of
which has been converted into equity). Between December 2004 and March 2005, we
raised an additional $731,000 under the Exchange Offer which was then
terminated. InforMedix anticipates negative cash flow from operations to
continue during 2005. Accordingly, we can give no assurance that we will be able
to operate profitably or be able to produce positive cash flow from operations
in the future. Our efforts to operate profitably and obtain positive cash flow
from operations will depend on, among other things:

      o     Developing the InforMedix brand, marketing and other promotional
            activities of the Med-e Monitor System;

      o     Expanding general and administrative functions to support growth
            that may occur; and

      o     Establishing and developing relationships in the healthcare
            industry, particularly with pharmaceutical and biotechnology
            manufacturers, contract research organization (CROs) and academic
            research centers.

If we fail to establish the Med-e Monitor System brand or to attract repeat
customers, InforMedix may not be able to increase its revenues sufficiently to
fund its operations.

We must develop, establish and strengthen the InforMedix brand for the Med-e
Monitor System, particularly because of the early stage of our development and
the highly competitive nature of our business. If we fail to establish the Med-e
Monitor System brand, we will be at a competitive disadvantage and may lose the
opportunity to obtain, and thereafter maintain, a sufficient number of
customers. The development of the Med-e Monitor System brand will depend largely
on the success of InforMedix's marketing efforts and its ability to provide
consistent, high quality customer experiences. We cannot be certain that the
Med-e Monitor System brand promotion activities will be successful, or will
result in increased revenues. If increased revenues are achieved, there can be
no assurance that these revenues will be sufficient to offset the expenditures
incurred in establishing the Med-e Monitor System brand.

InforMedix is obligated to comply with government regulation and its failure to
do so could result in significant liability and curtailment or suspension of
operations.

The technology used in the monitoring of clinical drug trial protocols is
regulated by the Food and Drug Administration (FDA). No FDA approval is required
for the Med-eMonitor System and the FDA currently does not require the
documentation of regulatory compliance. However, if in the future the FDA
requires InforMedix to document regulatory compliance and it fails to do so,
because of a lack of funds, or otherwise, the Company may be required to curtail
or suspend its operations.

We will lack business diversification.

As a result of our limited resources, the prospects for our initial success will
be entirely dependent upon the future performance of a single product and a
single business. Although the product and its patents are applicable to other
aspects of medical use, such as disease management and direct to consumer use,
the Company will initially focus upon the singular market of clinical trials.
Unlike certain entities that have the resources to consummate several business
combinations or entities operating in multiple industries or multiple segments
of a single industry, we will not have the resources to diversify our operations
or benefit from the possible spreading of risks or offsetting of losses.

We recently went public and have a limited operating history upon which you can
base an investment decision.

We were organized on January 27, 1997, completed our reverse merger and became a
public company in May 2003, and have a limited operating history upon which you
can make an investment decision, or upon which we can accurately forecast future
sales. You should, therefore, consider us subject to all of the business risks
associated with a new business. The likelihood of our success must be considered
in light of the expenses, difficulties and delays frequently encountered in
connection with the formation and initial operations of a new and unproven
business.


                                      -17-
<PAGE>

Preferred Stock as an anti-takeover device.

InforMedix is authorized to issue 4,500,000 shares of preferred stock, $.001 par
value. The preferred stock may be issued in series from time to time with such
designation, voting and other rights, preferences and limitations as the Board
of Directors of InforMedix may determine by resolution. Unless the nature of a
particular transaction and applicable statutes require such approval, the Board
of Directors has the authority to issue these shares without shareholder
approval subject to approval of the holders of the Preferred Stock. The issuance
of preferred stock may have the effect of delaying or preventing a change in
control of InforMedix without any further action by shareholders.


                                      -18-
<PAGE>

Risk Factors Affecting InforMedix's Business Operations.

InforMedix could be subject to fines, facility shutdowns and possible exclusion
from participation in providing information technology services if it fails to
comply with the laws and regulations.

InforMedix is subject to regulations such as compliance and record-keeping
requirements under the Health Insurance Portability and Accountability Act
(HIPAA) and the Food, Drug and Cosmetic Act. In addition, the provision of
services, pharmaceuticals and equipment is subject to strict licensing and
safety requirements. If InforMedix is deemed to have violated these laws and
regulations, InforMedix could be subject to fines and/or facility shutdowns.
Government officials and the public will continue to debate healthcare reform.
Changes in healthcare law, new interpretations of existing laws, or changes in
payment methodology for pharmaceuticals may have a dramatic effect on
InforMedix's business and results of operations.

Continued pressure could reduce InforMedix's margins and limit InforMedix's
ability to maintain or increase its market share.

Certain competitors of InforMedix may have or may obtain significantly greater
financial and marketing resources than InforMedix. As a result, InforMedix could
encounter increased competition in the future that may increase pricing pressure
and limit its ability to maintain or increase its market share.

If we lost the services of Dr. Bruce Kehr, InforMedix's CEO, or Randy Dulin,
InforMedix's Senior Vice President, we might not be able to execute InforMedix's
current business in accordance with our current plans.

InforMedix's future success depends significantly on the skills, experience and
efforts of its chief executive officer, Dr. Bruce Kehr, Randy Dulin, its senior
vice president of business development and operations, and other key personnel.
These individuals would be difficult to replace. Dr. Kehr and Mr. Dulin have
developed, and are engaged in carrying out, InforMedix's strategic business
plan. The loss of the services of Dr. Kehr, or Mr. Dulin could seriously harm
InforMedix's ability to implement its strategy. A failure to implement
InforMedix's business strategy could result in the cessation of InforMedix's
operations which would have a material adverse effect on our company and on your
investment.

If InforMedix is unable to adequately protect or enforce its rights to its
intellectual property, InforMedix may lose valuable rights, experience reduced
market share, if any, or incur costly litigation to protect such rights.

InforMedix generally requires its employees, consultants, advisors and
collaborators to execute appropriate confidentiality agreements with it. These
agreements typically provide that all materials and confidential information
developed or made known to the individual during the course of the individual's
relationship with InforMedix is to be kept confidential and not disclosed to
third parties except in specific circumstances. These agreements may be
breached, and in some instances, InforMedix may not have an appropriate remedy
available for breach of the agreements. Furthermore, InforMedix's competitors
may independently develop substantial equivalent proprietary information and
techniques, reverse engineer information and techniques, or otherwise gain
access to InforMedix's proprietary technology. In addition, the laws of some
foreign countries may not protect proprietary rights to the same extent as U.S.
law. InforMedix may be unable to meaningfully protect its rights in trade
secrets, technical know-how and other non-patented technology.

InforMedix may have to resort to litigation to protect its rights for certain
intellectual property, or to determine their scope, validity or enforceability.
Enforcing or defending InforMedix's rights is expensive and may distract
management from its development of the business if not properly managed. Such
efforts may not prove successful. There is always a risk that patents, if
issued, may be subsequently invalidated, either in whole or in part, and this
could diminish or extinguish protection for any technology InforMedix may


                                      -19-
<PAGE>

license. Any failure to enforce or protect InforMedix's rights could cause it to
lose the ability to exclude others from using its technology to develop or sell
competing products.

InforMedix may be sued by third parties who claim that InforMedix's product
infringes on their intellectual property rights. Defending an infringement
lawsuit is costly and InforMedix may not have adequate resources to defend. Any
settlement or judgment against us could harm our future prospects.

InforMedix may be exposed to future litigation by third parties based on claims
that its technology, product or activity infringes on the intellectual property
rights of others or that InforMedix has misappropriated the trade secrets of
others. This risk is compounded by the fact that the validity and breadth of
claims covered in technology patents in general and the breadth and scope of
trade secret protection involves complex legal and factual questions for which
important legal principles are unresolved. Any litigation or claims against
InforMedix, whether or not valid, could result in substantial costs, could place
a significant strain on InforMedix's financial and managerial resources, and
could harm InforMedix's reputation. In addition, intellectual property
litigation or claims could force InforMedix to do one or more of the following:

      o     Cease selling, incorporating or using any of InforMedix's technology
            and/or product that incorporates the challenged intellectual
            property, which could adversely affect InforMedix's revenue;

      o     Obtain a license from the holder of the infringed intellectual
            property right, which may be costly or may not be available on
            reasonable terms, if at all; or

      o     Redesign InforMedix's product, which would be costly and time
            consuming.

We may not be able to manufacture our planned product in sufficient quantities
at an acceptable cost, or at all, which could harm our future prospects.

InforMedix is in the initial phase of product commercialization. InforMedix does
not presently own any manufacturing facilities. Accordingly, if InforMedix's
planned product becomes available for widespread sale, we may not be able to
arrange for the manufacture of our planned product in sufficient quantities at
an acceptable cost, or at all, which could materially adversely affect
InforMedix's future prospects.

The market for InforMedix's planned product is rapidly changing and competitive.
New products may be developed by others which could impair our ability to
develop, grow or maintain our business and be competitive.

InforMedix's industry is subject to substantial technological change.
Developments by others may render InforMedix's technology and planned product
noncompetitive or obsolete, or it may be unable to keep pace with technological
developments or other market factors. Competition from other companies,
universities, government research organizations and others diversifying into the
field is intense and is expected to increase. Many of these entities have
significantly greater research and development capabilities and budgets than
InforMedix does, as well as substantially more marketing, manufacturing,
financial and managerial resources. These entities could represent significant
competition for InforMedix. InforMedix is a development-stage enterprise and as
such its resources are limited and it may experience technical challenges
inherent in developing its technology. Competitors have developed or are in the
process of developing technologies that are, or in the future may be, the basis
for competition.

InforMedix's planned product could be exposed to significant product liability
claims which could be time consuming and costly to defend, divert management
attention and adversely affect InforMedix's ability to obtain and maintain
insurance coverage. If InforMedix incurred a material liability for which it is
not adequately insured, it might be rendered insolvent.

The testing, manufacture, marketing and sale of InforMedix's planned product
will involve an inherent risk that product liability claims will be asserted
against it. We currently have a general liability policy with an annual
aggregate limit of $1 million with a $1 million limit per occurrence and product
liability insurance with an aggregate limit of $1 million. This insurance may
prove inadequate to cover claims and/or litigation costs. Product liability
claims or other claims related to InforMedix's planned product, regardless of
their outcome, could require us to spend significant time and money in
litigation or to pay significant settlement amounts or judgments. Any successful


                                      -20-
<PAGE>

product liability or other claim may prevent InforMedix from obtaining adequate
liability insurance in the future on commercially desirable or reasonable terms.
In addition, product liability coverage may cease to be available in sufficient
amounts or at an acceptable cost. Any inability to obtain sufficient insurance
coverage at an acceptable cost or otherwise to protect against potential product
liability claims could prevent or inhibit the sale of InforMedix's Med-eMonitor.

InforMedix faces the risk of liability resulting from claims made directly by
patients. InforMedix currently has property, general liability and product
liability insurance in amounts that we believe to be adequate, but InforMedix
can give no assurance that such insurance will remain available at a reasonable
price or that any insurance policy would offer coverage sufficient to meet any
liability arising as a result of a claim. We can give no assurance that
InforMedix will be able to obtain or maintain adequate insurance on reasonable
terms or that, if obtained, such insurance will be sufficient to protect against
such potential liability or at a reasonable cost. The obligation to pay any
substantial liability claim could render InforMedix insolvent and could force it
to curtail suspend operations, which would have a material adverse effect on our
company and your investment in our company.


                                      -21-
<PAGE>

Employees

InforMedix currently has six employees and eight part-time consultants. These
include its Chief Executive Officer, Senior Vice President of Business
Development and Operations, Vice President of Research and Development, Director
of Software Development and Chief Financial Officer and General Counsel.


                                      -22-
<PAGE>

Item 2. Description of Property

InforMedix leases facilities in Rockville, Maryland from a non-affiliated
landlord. These facilities encompass approximately 1,000 square feet and serve
as InforMedix's corporate headquarters and operations center. The current lease
commenced on March 1, 2004, for a one-year term at $2,408 per month.

InforMedix believes that it has adequate facilities to conduct its current
operations, and does not expect to seek additional administrative offices and/or
research facilities in the near term. It has no current proposed programs for
the renovation, improvement or development of current facilities.


                                      -23-
<PAGE>

ITEM 3.  LEGAL PROCEEDINGS.

      In the ordinary course of business, InforMedix may be involved in legal
proceedings from time to time. At this time, there are no material legal
proceedings against InforMedix.

      InforMedix anticipates that, from time to time, it will receive inquiries
from the FDA and other government agencies requesting records and other
documents. It is InforMedix's policy to cooperate with all such requests for
information.

      Private litigants may also make claims against InforMedix for violations
of healthcare laws in actions known as qui tam suits and the government may
intervene in, and take control of, such actions.

      No governmental agency has instituted any proceedings or served InforMedix
with any complaints.

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

      (a)   On October 20, 2004 (adjourned from October 13, 2004), InforMedix
            held its Annual Meeting of Stockholders (the "Meeting").

      (b)   The following directors were elected at the Meeting: Bruce A. Kehr,
            Harris Kaplan, Rhonda Friedman, Bert W. Wasserman and Douglas G.
            Watson.

      (c)   The following number of shares were voted for or against the
            election of the following directors as described:

                                               For                     Against
                                            ----------                ---------
                  Bruce A. Kehr             12,698,233                 140,347
                  Harris Kaplan             12,698,233                 140,347
                  Rhonda Friedman           12,698,233                 140,347
                  Bert W. Wasserman         12,698,233                 140,347
                  Douglas G. Watson         12,698,233                 140,347

      There were no abstentions.

      The holders of 7,041,325 shares of stock voted for the adoption of the
2004 Equity Incentive Plan and that the holders of 3,535,489 shares of stock had
voted against the plan. The holders of no shares of stock abstained from voting.


                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND SMALL
         BUSINESS ISSUER REPURCHASES OF EQUITY SECURITIES.

Our common stock has traded on the NASD Over-the-Counter Bulletin Board under
the symbol "IFMX" since July 30, 2003. The following table sets forth the high
and low closing bid prices for the Common Stock, as reported by Pink Sheets, LLC
for the periods indicated below. The following quotations represent prices
between dealers and do not include retail markups, markdowns or commissions.
These do not represent actual transactions and have not been adjusted for stock
dividends or splits.


             2004                         High          Low

            Fourth Quarter                 $ .35          $ .19
  (October 1 - December 31, 2004)

         Third Quarter                     $ .34          $ .23
  (July 1 - September 30, 2004)

         Second Quarter                    $ .85          $ .28
  (April 1 - June 30, 2004)

         First Quarter
  (January 1- March 31, 2004)              $1.35          $ .42

             2003
        Fourth Quarter
(October 1- December 21, 2003)             $ .65          $ .18

        Third Quarter
(July 30 - September 30, 2003)             $ .55          $ .16

As of March 9, 2005, there were 228 holders of record of our Common Stock. On
March 25, 2005, the closing price of our Common Stock was $.35 per share.

We have not declared any cash dividends on our common stock since our inception
and do not anticipate paying such dividends in the foreseeable future. We plan
to retain earnings, if any, to support the development of our business. Payment
of future dividends, if any, will be at the discretion of our Board of Directors
after taking into account various factors, including our financial condition,
operating results, current and anticipated cash needs and plans for expansion.

The sales of unregistered securities by InforMedix during the year ended
December 31, 2004 were previously included in a Quarterly Report on Form 10-QSB
or a Current Report on Form 8-K.

Item 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

                               Reverse Acquisition

Founded in 1997, InforMedix has developed and integrated a portable
patient-interactive monitoring device, hardware, software and network
communications system to enable pharmaceutical and biotechnology companies,
medical researchers and physicians to efficiently monitor and manage patients'
medication compliance and clinical response. The Med-eMonitor((TM) ) System
leverages InforMedix's strong intellectual property with 15 patents issued and
14 patents pending.

In May 2003, Hunapu, Inc. completed its merger with InforMedix Acquisition Corp.
and subsequently changed its name to InforMedix Holdings, Inc. InforMedix
Holdings, Inc.'s sole material asset is its 100% interest in InforMedix, Inc.

For accounting purposes, this transaction is considered, in substance, a capital
transaction rather than a business combination. The exchange has been accounted
for as a reverse acquisition, under the purchase method of accounting, since the
former stockholders of InforMedix now own a majority of the outstanding common
stock of Hunapu after the acquisition. Accordingly, the combination of
InforMedix with Hunapu has been recorded as a recapitalization of InforMedix,
pursuant to which InforMedix is treated as the continuing entity for accounting
purposes and the historical financial statements presented are those of
InforMedix. Upon the completion of the reverse acquisition, InforMedix continued
to operate as a wholly-owned subsidiary of InforMedix Holdings, Inc.

Therefore, based on the above transaction, we have provided management's
discussion and analysis of financial condition and results of operations for
InforMedix.

Critical Accounting Policies

In December 2001, the Securities and Exchange Commission requested that all
registrants discuss their "critical accounting policies" in management's
discussion and analysis of financial condition and results of operations. The
SEC indicated that a "critical accounting policy" is one that is both important
to the portrayal of the company's financial condition and results and that
requires management's most difficult, subjective or complex judgments. Such
judgments are often the result of a need to make estimates about the effect of
matters that are inherently uncertain. While InforMedix's significant accounting
policies are more fully described in Note 2 to its condensed consolidated
financial statements included elsewhere in this report, InforMedix currently
believes the following accounting policies to be critical:


                                      -24-
<PAGE>

Company has Emerged from Development Stage

InforMedix was considered to be in the development stage as defined in Statement
of Financial Accounting Standards (SFAS) No. 7, "Accounting and Reporting by
Development Stage Enterprises" for all previously filed financial statements.
InforMedix had devoted substantially all of its efforts to business planning,
patent portfolio, research and development, recruiting management and technical
staff, acquiring operating assets and raising capital. It had sold Med-e
Monitors to academic centers to complete grant-funded clinical research on a
limited basis, and completed the design of its product and initiated the first
run of scalable manufacturing in preparation for expansion of sales activities.
The Company generated its first sale of its scalable manufactured Med-eMonitor
System in the first quarter on 2004 and has consequently emerged from its
development stage.

Cash and Cash Equivalents

InforMedix considers all highly liquid debt instruments and other short-term
investments with an initial maturity of three months or less to be cash
equivalents.

InforMedix maintains cash and cash equivalent balances at several financial
institutions which are insured by the Federal Deposit Insurance Corporation up
to $100,000.

Fixed Assets

Fixed assets are stated at cost. Depreciation is computed using the
straight-line method over the estimated useful lives of the assets; three years
for computer software and equipment and five years for office furniture and
equipment. Property and equipment held under capital leases and leasehold
improvements are amortized over the shorter of the lease term or the estimated
useful life of the related asset. When fixed assets are retired or otherwise
disposed of, the cost and related accumulated depreciation are removed from the
accounts and the resulting gain or loss is included in operations.

Intellectual Property Assets

InforMedix owns 15 issued U.S. and Foreign patents and 14 pending U.S. and
Foreign patents. A formal patent valuation appraisal was performed in 2002 by
the Patent & License Exchange, Inc. The appraisal revealed that InforMedix's
patents were cited as prior art in 154 other issued patents. Under present
accounting principles generally accepted in the United States of America, and
FASB 142, management of InforMedix has not reflected the value of these patents
on its condensed consolidated balance sheet at December 31, 2004.

Internal Use Software Costs

Internal use software and web site development costs are capitalized in
accordance with Statement of Position (SOP) No. 98-1, "Accounting for the Costs
of Computer Software Developed or Obtained for Internal Use," and Emerging
Issues Task Force (EITF) Issue No. 00-02, "Accounting for Web Site Development
Costs." Qualifying costs incurred during the application development stage,
which consist primarily of outside services and InforMedix's consultants, are
capitalized and amortized over the estimated useful life of the asset. All other
costs are expensed as incurred. All costs for internal use software for the
years ended December 31, 2004 and December 31, 2003 have been expensed as
research and development expense.

Start-up Costs

In accordance with the American Institute of Certified Public Accountants
Statement of Position 98-5, "Reporting on the Costs of Start-up Activities,"
InforMedix expenses all costs incurred in connection with the start-up and
organization of InforMedix.


                                      -25-
<PAGE>

Research and Development

Research and development costs are related primarily to InforMedix obtaining its
15 issued U.S. and Foreign patents and 14 pending U.S. and Foreign patents and
patent valuation analysis, developing early prototypes and Beta products of its
Med-e Monitor device, development of first, second and third generation
databases to monitor patient data and remotely program the Med-e Monitor
devices, communications connectively between the devices and the databases via
the Internet, and website development. Research and development costs are
expensed as incurred.

Income Taxes

The income tax benefit is computed on the pretax loss based on the current tax
law. Deferred income taxes are recognized for the tax consequences in future
years of differences between the tax basis of assets and liabilities and their
financial reporting amounts at each year-end based on enacted tax laws and
statutory tax rates.

Advertising

Costs of advertising and marketing are expensed as incurred. Advertising and
marketing costs were $21,155 and $5,741 for the years ended December 31, 2004
and 2003, respectively.

Earnings (Loss) Per Share of Common Stock

Historical net income (loss) per common share is computed using the weighted
average number of common shares outstanding. Diluted earnings per share (EPS)
includes additional dilution from common stock equivalents, such as stock
issuable pursuant to the exercise of stock options and warrants. Common stock
equivalents were not included in the computation of diluted earnings per share
at December 31, 2004 and 2003 when the Company reported a loss because to do so
would be anti-dilutive for periods presented. The Company has incurred
significant losses since its inception to fund its research and development of
its Med-e Monitor Systems, including the development of its intellectual
property portfolio; and travel activities and attendance at trade shows to
create awareness of the product to pre-sell the Med-e Monitor.

The following is a reconciliation of the computation for basic and diluted EPS:



<TABLE>
<CAPTION>
                                                        December 31,   December 31,
                                                           2004           2003
<S>                                                    <C>             <C>
          Net Loss                                     $ (2,274,367)   $ (1,949,621)
                                                       ------------    ------------

          Weighted-average common shares                 22,828,502      12,004,771
            outstanding (Basic)

          Weighted-average common stock equivalents:
                Stock options                                    --              --
                Warrants                                         --              --
                                                       ------------    ------------

          Weighted-average common shares
              outstanding (Diluted)                      22,828,502      12,004,771
                                                       ============    ============
Fair Value of Financial Instruments
</TABLE>

The carrying amount reported in the condensed consolidated balance sheets for
cash and cash equivalents, accounts payable and accrued expenses approximate
fair value because of the immediate or short-term maturity of these financial


                                      -26-
<PAGE>

instruments. The carrying amount reported for notes and mortgages payable
approximates fair value because, in general, the interest on the underlying
instruments are deemed to be at fair market value.



Stock-Based Compensation

Employee stock awards under InforMedix's compensation plans are accounted for in
accordance with Accounting Principles Board Opinion No. 25 ("APB 25"),
"Accounting for Stock Issued to Employees", and related interpretations.
InforMedix provides the disclosure requirements of Statement of Financial
Accounting Standards No. 123, "Accounting for Stock-Based Compensation" ("SFAS
123"), and related interpretations. Stock-based awards to non-employees are
accounted for under the provisions of SFAS 123.

InforMedix measures compensation expense for its employee stock-based
compensation using the intrinsic-value method. Under the intrinsic-value method
of accounting for stock-based compensation, when the exercise price of options
granted to employees is less than the estimated fair value of the underlying
stock on the date of grant, deferred compensation is recognized and is amortized
to compensation expense over the applicable vesting period. In each of the
periods presented, the vesting period began in the period in which the options
were granted.

InforMedix measures compensation expense for its non-employee stock-based
compensation under the Financial Accounting Standards Board (FASB) Emerging
Issues Task Force (EITF) Issue No. 96-18, "Accounting for Equity Instruments
that are Issued to Other Than Employees for Acquiring, or in Conjunction with
Selling, Goods or Services". The fair value of the option issued is used to
measure the transaction, as this is more reliable than the fair value of the
services received. The fair value is measured as the value of InforMedix's
common stock on the date that the commitment for performance by the counterparty
has been reached or the counterparty's performance is complete. The fair value
of the equity instrument is charged directly to compensation expense and
additional paid-in capital.

Results of Operations

For the year ended December 31, 2004, compared to the year ended December 31,
2003.

The Company recognized $28,750 in revenues from the sale of its Med-eMonitor(TM)
System for the year ended December 31, 2004. This represents the first revenues
generated since the completion of the first commercially released product. As
such, the Company has now emerged from its development stage. The Company did
not recognize sales revenue for the prior year ended December 31, 2003. The
product was still in the development stage during that time period, and had only
been sold into studies at academic research centers that resulted in two
research articles published in peer reviewed medical journals in prior periods.
These articles were published in the July/August 2003 issue of Heart & Lung, and
the September 2003 issue of the Drug Information Journal (official publication
of the Drug Information Association). These sales were consummated in prior
periods wherein the Company recognized nominal revenue from research grants. For
the period from inception (January 27, 1997) through the completion of its
development stage at December 31, 2003, the Company recorded $140,445 of sales
on total cost of sales of $245,428. The grants were funded by the National
Institutes of Health (NIH), and research was conducted on patient compliance in
clinical trials and disease management, at the Baltimore Veterans Administration
Hospital and Wayne State University, to study the effect of using the
Med-eMonitor(TM) System in schizophrenia and congestive heart failure,
respectively.

Information gathered from the use of the Med-eMonitor(TM) units in the various
research studies has led to significant product enhancements and design changes
that have resulted in manufacturing cost reductions, and significantly improved
product reliability and performance.

Compensation expense for the year ended December 31, 2004 of $580,308 increased
by $374,494 (182%) compared to $205,814 for the prior year. The increase
resulted from the Company hiring its CFO and General Counsel and Senior Vice
President for Business Development and other administrative personnel to support
operations. Previously, despite limited cash, the Company was able to recruit
and retain key executives primarily through the issuance of stock options in
lieu of cash compensation.


                                      -27-
<PAGE>

Selling, general and administrative expenses for the year ended December 31,
2004 of $1,164,691 increased by $133,240 (12.9%) compared to $1,031,451 for the
prior year. The increase resulted primarily from increased sales and marketing
expense, professional fees as a result of being a public company, consulting
fees and printing charges associated with SEC filings, and increased insurance
expense. In January 2004, certain vendors agreed to receive partial compensation
in the form of stock.

Research and Development expenses for the year ended December 31, 2004 of
$534,596 decreased by $20,584 (3.7%) compared to $555,180 for the prior year due
to testing and validation of software development work in the prior year related
to the first generation of the Med-eMonitor(TM) system, and next generation
database development. In January 2004, certain vendors assisting with research
and development agreed to receive partial compensation in the form of stock.

Depreciation and Amortization expense decreased by 46% for the year ended
December 31, 2004, when compared to the prior year by $13,874 to $16,433. This
decrease resulted primarily from the disposition of certain computer equipment
in 2003.

Interest expense paid decreased by 93% from $127,090 for the year ended December
31, 2003 to $8,633 for the year ended December 31, 2004. This decrease resulted
primarily from a substantial reduction in Notes Payable from $220,094 as at
December 31, 2003, to zero as at December 31, 2004. The Company's outstanding
Notes Payable had been reduced from $1,469,890 at December 31, 2002 to $220,094
at December 31, 2003.

Liquidity and Capital Resources

The Company does not have an operating line of credit from a financial
institution and consequently relied on additional financing from investors to
complete the development phase of its business and to manufacture
Med-eMonitor(TM) units. The Company had monies on deposit of $95,146 at December
31, 2004, as compared with $458,468 at December 31, 2003. Subsequent to December
31, 2004, the Company obtained gross proceeds of $629,730, from the exchange
offer with existing warrantholders (the "Exchange Offer"), in addition to
$101,000 which was raised on December 30, 2004. Meyers Associates L.P., an NASD
member firm, and the Company's placement agent for its 2004 Equity Offering
(defined below), received an aggregate of $95,030 in consulting and advisory
fees in connection with the Exchange Offer. The Company issued an aggregate of
8,971,355 of Common Stock in exchange for 9,970,299 Class A Warrants and
9,970,299 Class B Warrants to purchase 4,985,150 shares or an aggregate of
14,955,498 shares of Common Stock in connection with the Exchange Offer.

Pursuant to the terms of the Exchange Offer, the Company issued shares of Common
Stock in exchange for 100% of Class A Warrants and Class B Warrants held by
warrantholders, plus $.44 per share, equal to (a) 16.818% of the shares of
Common Stock otherwise issuable upon exercise of the Class A and Class B
Warrants currently held by the investor, and (b) 100,000 shares of Common Stock,
for each 135,136 Class A Warrants and 135,136 Class B Warrants surrendered plus
$10,000 cash. We issued an additional 42,157 shares of Common Stock on the same
terms as the Exchange Offer to each of two independent directors who held 46,419
Class A Warrants and Class B Warrants. We received an aggregate of $731,000 of
gross proceeds from the Exchange Offer which is being used for general working
capital purposes.

In addition, we issued to our placement agent and its assignees an aggregate of
4,542,199 shares of Common Stock in exchange for placement agents warrants
issued in connection with the 2004 Equity Offering to purchase an aggregate of
approximately 10,093,752 shares of Common Stock. Pursuant to the terms of a
Placement Agent Exchange Offer conducted in February 2005, the Company issued in
exchange for 99.6% of the shares of Common Stock, Class A Warrants and Class B
Warrants issuable upon exercise of placement agent warrant held by the Placement
Agent and its assignees, shares of Common Stock equal to 45% of the shares of
Common Stock otherwise issuable upon exercise of the Placement Agent Warrants.
These warrants were exercisable for Units consisting of 135,136 shares of Common
Stock, 135,136 Class A Warrants and 135,136 Class B Warrants to purchase 67,568
shares of Common Stock, or an aggregate of 337,840 shares, and were exchanged at
a rate of 45% for each share issuable. This offering did not involve any general
solicitation and was exempt from registration pursuant to Sections 4(2) and 4(6)
of the Securities Act and/or Rule 506 of Regulation D promulgated thereunder.

In March 2004, the Company completed its raise of $5,000,000 (the "Equity
Offering"), through a private placement offering pursuant to a Placement Agent


                                      -28-
<PAGE>

Agreement entered into with Meyers Associates, L.P. Pursuant to the Private
Placement Memorandum, the Company offered and sold maximum of $5,000,000 of its
securities. The private placement of units each consisted of 135,136 shares of
common stock determined by dividing the purchase price per Unit of $50,000 by
$.37, the average closing bid price of the Common Stock for the five (5)
consecutive trading days immediately preceding and including the second trading
day immediately prior to the initial closing date. For each share of Common
Stock issued, the Company also issued one Class A Warrant and one Class B
Warrant to purchase one-half share of Common Stock of InforMedix. On December 2,
2003, December 19, 2003, February 2, 2004 and March 4, 2004, InforMedix closed
on $1,500,000, $1,245,450, $1,205,000 and $1,049,550, respectively, of private
placement units or an aggregate of $5 million of gross proceeds. The Equity
Offering consisted of an aggregate of 13,527,109 shares of Common Stock,
13,527,109 Class A Warrants to purchase 13,527,109 shares of Common Stock at
$.44 per share and 13,527,109 Class B Warrants to purchase 6,763,560 shares of
Common Stock at $.28 per share. In addition, the placement agent received
warrants to purchase 30% of the units sold in the Equity Offering at the same
offering price of $50,000 per unit exercisable until December 1, 2006. This
offering did not involve any general solicitation and was exempt from
registration pursuant to Section 4(2) of the Securities Act and/or Rule 506 of
Regulation D promulgated thereunder.

The Company used a portion of the proceeds from the Equity Offering to
substantially reduce its debt burden. As a result, the total liabilities of the
Company were reduced from $760,510 at December 31, 2003 to $317,530 at December
31, 2004.

In February 2003, the Company had borrowed $60,000 in the aggregate from several
board members and a principal of its investment-banking firm. Interest on each
note accrued at a rate of 12% per annum. These notes matured on December 7, 2003
and were subsequently converted into shares of Common Stock in March 2004. This
offering did not involve any general solicitation and was exempt from
registration pursuant to Section 4(2) of the Securities Act.

In April 2003, the Company had borrowed $750,000 from a third party investor and
pledged the patent portfolio as security for the loan. Interest on the note
accrued at a rate of 12% annually. This note matured on December 7, 2003 and was
repaid with $60,250 of interest. The note had provisions for the issuance of
800,000 stock warrants (post-split), which were replaced by 250,000 warrants
exercisable at $1.50 per share. On October 16, 2003, the holder of this $750,000
promissory note signed an agreement whereby, should the Company be successful in
raising at least $2 million in its private placement of equity securities,
$375,000 plus interest would be repaid to this lender, and $375,000 would be
converted into equity under the terms and conditions of the private placement
offering. The $375,000 was converted into units in the Company's private
placement in December 2003 at the Equity Offering price of $.37 per unit. This
Lender also received warrants to purchase 150,000 shares of Common Stock at $.60
per share in consideration of a November 2003 bridge loan in the aggregate
amount of $120,000 which was repaid in December 2003. This offering did not
involve any general solicitation and was exempt from registration pursuant to
Section 4(2) of the Securities Act.

In June 2003, the Company had borrowed $20,000 from its then investment bankers
and pledged the patent portfolio as security for the loan. Interest on the note
accrued at a rate of 8% per annum. This note has since been repaid and the lien
has been released. This offering did not involve any general solicitation and
was exempt from registration pursuant to Section 4(2) of the Securities Act.

In July 2003, the Company had borrowed $41,400 in the aggregate from its then
investment bankers and other related parties. Interest on the notes accrued at a
rate of 8% per annum. These notes matured on January 31, 2004, or the date the
Company successfully raised equity financing of $500,000. These notes have been
repaid. This offering did not involve any general solicitation and was exempt
from registration pursuant to Section 4(2) of the Securities Act.

The Company had entered into six promissory notes dated August 31, 2003 and
September 10, 2003 with private and institutional individuals obtained through
the Company's investment banker Meyers Associates, L.P. These individuals loaned
$400,000 collectively to the Company in notes that matured on August 31, 2004.
The notes accrued interest at a rate of 10% per annum. Aggregate interest of
$11,480 was paid by the Company on these notes prior to their maturity. An
aggregate of $300,000 principal amount of these notes were converted into units


                                      -29-
<PAGE>

of the Company's Equity Offering described above and $100,000 principal amount
was repaid from proceeds of the private placement. This offering did not involve
any general solicitation and was exempt from registration pursuant to Section
4(2) of the Securities Act and/or Rule 506 of Regulation D promulgated
thereunder.

The accompanying financial statements have been prepared on a going concern
basis, which contemplates the realization of assets and the settlement of
liabilities and commitments in the normal course of business.

The Company had working capital of $30,737 at December 31, 2004, which produced
a current ratio of 1.1 to 1.0. At December 31, 2003, the working capital deficit
was $(190,832) and the current ratio was 0.75 to 1.0. We have funded the
business throughout the development stage primarily through research grants,
equity and convertible debt investments from accredited investors, short-term
borrowing and then equity financings.

A reduction in expenses would jeopardize our ability to carry out our new
business strategy and consequently reduce or eliminate future growth, which
would adversely affect the value of an investment in our Company.

To date, we have not invested in derivative securities or any other financial
instruments that involve a high level of complexity or risk. We plan to invest
any excess cash in investment grade interest bearing securities.

We believe the Company will meet working capital requirements for the next 12
months from invested capital and sales. The expected growth of the business will
have to be partially funded by additional equity to support the higher inventory
and accounts receivable levels. There can be no assurance additional financing
will be available on acceptable terms, if at all. If adequate funds are not
available, we may be unable to enhance our products, take advantage of future
sales opportunities or respond to competitive pressures, or continue to conduct
our business operations.

      We have not declared any cash dividends on our common stock since our
inception and do not anticipate paying such dividends in the foreseeable future.
We plan to retain earnings, if any, to support the development of


                                      -30-
<PAGE>

our business. Payment of future dividends, if any, will be at the discretion of
our Board of Directors after taking into account various factors, including our
financial condition, operating results, current and anticipated cash needs and
plans for expansion.

ITEM 7. FINANCIAL STATEMENTS.

      Our audited financial statements and related notes required by this Item 7
begin on page F-1, following Part III of this report.

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

      We appointed Bagell, Josephs & Company, LLC ("Bagell Josephs") as our new
independent public accountant and terminated the engagement of Lazar Levine &
Felix LLP ("Lazar") as Hunapu's independent public accountant, effective with
respect to InforMedix's fiscal year ending December 31, 2003. Bagell Josephs had
been the independent public accountant for InforMedix prior to the merger with
Hunapu. This change in independent public accountant was approved by our Board
of Directors on June 23, 2003, upon the recommendation of the audit committee.

      The audit reports of Lazar on the financial statements of Hunapu as of and
for the fiscal years ended December 31, 2002 and 2001 did not contain an adverse
opinion or disclaimer of opinion, nor were they modified as to uncertainty,
audit scope or accounting principles, other than to contain an explanatory
paragraph as to Hunapu's ability to continue as a going concern.

      During Hunapu's two most recent fiscal years and through June 23, 2003,
there were no disagreements between the Company and Lazar, whether or not
resolved, on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which, if not resolved to
Lazar's satisfaction would have caused Lazar to make reference to the subject
matter of the disagreement(s) in connection with its reports.

      During the Company's two most recent fiscal years and through June 23,
2003, the Company did not consult with Bagell Josephs with respect to any
matters or reportable events listed in Item 304(a)(2)(i) and (ii) of Regulation
S-B. Bagell Josephs was the independent public accountant of InforMedix
Acquisition Corp. prior to its merger with the Company.

      Hunapu provided Lazar with a copy of the foregoing disclosures, and
requested that Lazar furnish the Company with a letter addressed to the
Securities and Exchange Commission stating whether they agree with the
statements that the Company has made herein. A copy of Lazar's letter response
to the Company's request was filed as Exhibit 16.1 to the Company's Form 8-K for
June 23, 2003.

ITEM  8A. CONTROLS AND PROCEDURES.

      Our management, with the participation of our Chief Executive Officer and
Chief Financial Officer, evaluated the effectiveness of our disclosure controls
and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934), as of December 31, 2004. Based on that evaluation, our
Chief Executive Officer and Chief Financial Officer concluded that our
disclosure controls and procedures were effective as of that date.

ITEM  8B. OTHER INFORMATION.

          None

                                    PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
         COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

The following table sets for the names, ages and positions of all of Informedix
executive officers and directors. Each director holds office for a term of one
year, or until a successor has been duly elected and qualified, or until his
earlier death, resignation or removal. Our executive officers are appointed
annually by our Board of Directors and serve at the discretion of the Board of
Directors. Our directors and executive officers are as follows:

    NAME                AGE   PRINCIPAL POSITIONS AND OFFICES WITH OUR COMPANY
    ------------------ ----- -------------------------------------------------

    Bruce A. Kehr          55   Chairman of the Board and Chief Executive
                                Officer and Director

    Davison R. Dulin       47   Senior Vice President of Business Development
                                and Operations

    Arthur T. Healey       44   Chief Financial Officer, General Counsel
    C.P.A., J.D.                and Secretary

    P. Michael Gavin       51   Vice President of Research and Development

    Rhonda B. Friedman     54   Director

    Phillip Gross, C.P.A   52   Director

    Harris Kaplan          53   Director

    Robert Rubin           64   Director

    Douglas G. Watson      58   Director

      Set forth below is a brief description of the background of each of our
executive officers and directors, based on information provided to us by them.


BRUCE A. KEHR, M.D. has been the Chairman of the Board of Directors and Chief
Executive Officer of InforMedix, Inc. since its formation in 1997. Dr. Kehr is a
forensic consultant in neuropsychiatry and traumatic brain injury and a
practicing physician. Since 1982, Dr. Kehr has been the President of
Contemporary Psychiatric Services, a psychiatric group practice he formed which
employs 10 full and part-time employees. Dr. Kehr is the inventor of fifteen
issued patents and fourteen pending patents in the United States, Europe, Japan,
Canada, Australia, Mexico, and South Korea, as well as issued and pending
trademarks and service marks. In 1995, he was named in Who's Who of American
Inventors. He has actively written and lectured on neuropsychiatry aspects of
traumatic brain injury and on medication noncompliance, a field in which he is
recognized as an expert. Dr. Kehr received his Bachelors degree from the
University of Pennsylvania in 1971, followed by his Medical degree from
Georgetown University School of Medicine in 1975.

DAVISON R. DULIN became the Senior Vice President of Business Development and
Operations of Informedix Holdings, Inc. effective September 30, 2004. Prior
thereto, from February 15, 2004, he served as Vice President of Sales and
Marketing. From July 2001 until February 2004, he served as the Vice President
of Marketing and Sales of Database Publishing Group, Inc. From August 1998 until
April 2001, Mr. Dulin was employed by HealthOnline, Inc., serving as Executive
Vice President Marketing and Sales/Director from August 1998 until June 2000 and
then President/Director from June 2000 until April 2001. In June, 2001,
HealthOnline, Inc., filed for bankruptcy in Baltimore County, Maryland. From
January 1997 until August 1998, he was the Executive Vice President of Marketing
and Sales for FutureHealth Corporation. Mr. Dulin graduated from Davidson
College in 1980 with a B.A.. in Chemistry. Mr. Dulin also spent more than 12
years at Ciba Pharmaceuticals, where he held numerous senior positions including
marketing and sales director of the company's UK division, vice president of
marketing, and executive director and head of headquarter sales.

Arthur T. Healey, C.P.A., J.D. has served as the Chief Financial Officer of
InforMedix, Inc. since February 2002, General Counsel of InforMedix Holdings,
Inc. since July 2003 and corporate Secretary since January 2004. Mr. Healey is
directly responsible for strategic planning, financial reporting, compliance
with securities laws, contract negotiation, administration of stock incentive
plans, corporate recordkeeping, and financial modeling. Mr. Healey also provides
support for investor relations and corporate finance functions. He served as the
Chief Financial Officer for the BioMedical Development Corporation, from January
2001 until July 2003. He previously served as a Senior Manager and/or Manager
with "Big Five" accounting firms Ernst & Young, Coopers & Lybrand, and KPMG Peat
Marwick over a twelve year period ranging from 1986 to 1989, and 1991 through
September 2000. He was also the Chief Financial Officer for an early stage
business accelerator in King of Prussia, PA called GoHealth NetwoRx from
September 2000 through December 2003. Mr. Healey is a certified public
accountant and an attorney with over fifteen years experience working with
entrepreneurial companies in the healthcare, telecommunications, and financial
services industries. Mr. Healey received his Bachelors degree in Accounting from
Villanova University in 1983 and graduated cum laude from Villanova Law School
in 1991, where he was a member of the Villanova Law Review.

P. Michael Gavin became the Vice President of Research & Development of
InforMedix, Inc. on February 1, 2002. From 1992 until November 2001, he was the
Vice President of Research and Development for ITC International Technodyne,
where he was directly responsible for the creation, development, clinical
testing, and manufacturing scale-up of numerous medical devices. These devices
included in-vitro diagnostics devices, disposable medical devices, and
laboratory based clinical chemistry and hematology systems. In addition, he
directly managed the design, development, clinical testing, and regulatory
submissions for the first home use Prothrombin time monitor to be approved by
the FDA and managed the modification of two portable diagnostic devices for use
in double-blinded clinical trials. Mr. Gavin holds six United States patents. He
graduated cum laude from Fairleigh Dickinson University in 1985 with a B.S.E.E.
in Computer Science & Communication Systems. He has additional course work in
Project Management, Design for Manufacturability, Statistics, Human Resource
management, Financial Analysis, Real Time Operating Systems, Assembly Language
Programming, cGMP Practices and Best Practices in Product Development.

Significant Consultant

Remie J. Smith, BSEE 44, Director of Software Development

Remie J. Smith, BSEE, has served as Director of Software Development of
InforMedix, Inc. since May, 2003. Mr. Smith has over 19 years experience in
medical software product development with specialization in project management,
software lifecycle development, and verification/validation. Mr. Smith has
successfully lead numerous major medical software and WEB projects to commercial
products. His technique for making goals measurable and repeatable provides the
mechanics for success. Mr. Smith brings extensive experience in FDA regulations
including CFR 21 Part 11 and HIPPA compliance. He has seven end-to-end medical
product launches and three vertical web applications, which Management believes
is ideally suited to the Med-eMonitor product line. Mr. Smith graduated with a
BSEE in 1984, in Computer Engineering, from State University of New York at
Buffalo. In addition, Mr. Smith has obtained certifications in Microsoft and SUN
Technologies.

Board of Directors

Bruce A. Kehr, M.D., Chairman, see description above.

Rhonda B. Friedman, Sc.D. has been a director of InforMedix since February 2001.
Since January 1997, she has served as the President and Chief Operating Officer
of Coagulation Diagnostics, Inc., a company specializing in the development of
tests for hypercoagulability, or the tendency to form blood clots. From October


                                      -31-
<PAGE>

1987 until January 1997, Dr. Friedman worked at the MEDSTAT Group in Washington,
D.C., a company specializing in medical database development. During her tenure
at MEDSTAT, she held such positions as Director of Clinical Research and
Outcomes, Acting Vice President and General Manager of the Research and Policy
Division, and Vice President of Disease Management. Dr. Friedman has a wide
range of experience in global clinical trials, outcomes research, strategic
business planning, business development, and financial and personnel management.
Dr. Friedman earned her Bachelors degree from Hobart and William Smith Colleges
in 1971. She has also earned an Sc.M. in 1974 and Sc.D. in 1978 from the John
Hopkins University School of Hygiene and Public Health.

Phillip Gross was elected to the InfoMedix Holdings, Inc. Board of Directors on
January 24, 2005. He has over 30 years of finance, business, and healthcare
related experience. Since March 1, 2005, Mr. Gross has served as a consultant to
and prior thereto, from February 2004, he was the Senior Vice President of
Business Development and Chief Financial Officer of Dr.First.com, Inc. From May
2002 until January 2004, Mr. Gross was an independent consultant. Prior thereto
from December 1998 he was President, Vice Chairman and a Director of PrimeWire,
Inc. He began his career as a management consultant with the International
Association of Chiefs of Police, Hallcrest Systems and Cresap, McCormack and
Paget. He then entered the telecommunications and information services industry
in 1981. Mr. Gross spent four years with MCI during which he held senior
management positions on the Corporate Staff and in MIS, and spent three years as
the CFO of America Online. For the last 20 years, he has co-founded or been
involved during the development stage with several business services, healthcare
and information technology companies in which he held senior financial and
operating positions, or served as an "angel investor", board member, consultant
and/or advisor. During the 1998-1999 academic year, Mr. Gross served as the
Entrepreneur-in-Residence at the Dingman Center for Entrepreneurship, at the
R.H. Smith School of Business, University of Maryland; he was an Adjunct
Professor of Entrepreneurship at the Smith School through Spring 2002. He is
active in the venture capital community as both the recipient of venture capital
funds as an early stage investor. He holds B.A. and M.P.A. degrees from Syracuse
University and obtained his Certified Public Accountant and Certified Internal
Auditor certificates in 1978.

Harris Kaplan, MBA has been a director of InforMedix since August 2001 and is
Chairman of the Compensation Committee. Since May 1999, Mr. Kaplan has been the
Chief Executive Officer of the Collaborative Consulting Group, providing
strategic guidance to pharmaceutical and biotechnology companies, for the
commercialization and licensing of new pharmaceutical products. In September
1980, Mr. Kaplan co-founded Migliara-Kaplan Associates, which became the largest
healthcare custom marketing research and strategic planning company in the world
with revenues in excess of $45 million. Migliara-Kaplan specialized in helping
pharmaceutical, diagnostic, and medical device companies identify new product
opportunities and then maximizing the commercial potential of new products in
development. Migliara-Kaplan clients included virtually all of the major
pharmaceutical companies as well as many of the largest diagnostics companies in
the United States and in Europe. During his tenure at Migliara-Kaplan, Mr.
Kaplan was involved in the launch of over 50 new pharmaceutical products
including, most recently, Prilosec, Nexium, Lipitor, Aricept, Celebrex, Norvasc,
Cozaar, Tequin, and TNKase. He remained with Migliara-Kaplan until April 1999.
Mr. Kaplan was an early investor in and consultant to several healthcare
companies including Ventana Medical, Biosite, and Digene Corporation. Harris has
also been an advisor to a number of venture capital groups including CW Group,
Frazier & Co., DeNovo Ventures and Medicus Ventures. He received his Bachelors
degree and MBA from Temple University.

Robert Rubin was elected to the InfoMedix Holdings, Inc. Board of Directors on
January 24, 2005. He served as Founder, President and Chief Executive Officer of
Lifetime Health, the largest home healthcare company in the U.S. from 1976 to
1987. Lifetime Health was listed on the New York Stock Exchange and was
purchased by Olsten in 1993 for one billion dollars. Subsequently, Mr. Rubin has
funded numerous companies in the home healthcare field including Metromedia
Fibro-optics, Orthopedic Technologies and Stat Health. Mr. Rubin is currently
Chairman of the Board of American United Global, Inc. and a director of Western
Equipment. He is an investor and shareholder in numerous companies.

Douglas G. Watson became a Director of InforMedix in November 2001 and is
Chairman of the Marketing and Sales Committee. In June 1999, he founded and
currently serves as the Chief Executive Officer of Pittencrieff Glen Associates,
a company which provides management consultant services. Mr. Watson's experience
in the pharmaceutical industry spans from 1966 until May 1999. He joined Geigy
(UK) Ltd in 1966, working first in Operations Research and then in Corporate
Planning. Following the Ciba-Geigy merger, he spent one year in Basel,
Switzerland as the United Kingdom representative to an international integration
team. He returned to the United Kingdom in 1973 as an accounting development and
investment appraisal manager, and later as a headquarters management accountant.
In 1978, Mr. Watson returned to Basel as personal assistant to the chairman of
the Executive Committee. In 1981, he joined the United States Pharmaceuticals
Division of Novartis Corporation as the Senior Vice President of Planning and
Business Development, and a member of the Pharmaceuticals Management Committee.
He served as the President of the Ciba Pharmaceuticals Division from 1986 until
1996, when he was appointed President and Chief Executive Officer of the
Ciba-Geigy Corporation. During this ten year period, Mr. Watson was an active
member of the Pharmaceutical Research & Manufacturers Association (PhRMA) Board
in Washington, DC. Mr. Watson became President and Chief Executive Officer of
Novartis Corporation in 1997 when the Federal Trade Commission approved the
merger of Ciba-Geigy and Sandoz. Mr. Watson elected to take early retirement
from Novartis in May 1999. Mr. Watson serves as Chairman of the Board of OraSure
Technologies, Inc. and as a member of the Board of Directors for Engelhard
Corporation, Dendreon Corporation, Genta, Inc., Bio Electronics, Inc.,
BioMimetic Pharmaceuticals Inc., Innovative Drug Delivery Systems, Inc. and BZL
Biologics, Inc. Mr. Watson holds a Masters degree in pure mathematics from
Churchill College, Cambridge University, and is a member of the Chartered
Institute of Management Accountants. He has been an active supporter of
America's Promise since its inception, and is the chairman of the Freedom House
Foundation, a non-profit organization dedicated to treating high risk, adult men
and women recovering from alcohol and drug addiction. He is a member of the
Conference Board, and on the President's Advisory Board of Drew University.


                                      -32-
<PAGE>

      BOARD COMMITTEES

      Our Audit Committee consists of Phillip Gross, as Chairman, and Dr. Rhonda
B. Friedman and Harris Kaplan. Our Compensation Committee consists of Douglas G.
Watson, as Chairman, and Harris Kaplan and Phillip Gross. We do not have a
nominating committee or any other committee.

      DIRECTOR COMPENSATION

      The Compensation Committee has not yet determined our policy regarding
compensation for serving on our board of directors. We reimburse our directors
for their reasonable expenses incurred in attending meetings of our board.

      COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

      Pursuant to Section 16 of the Securities Exchange Act of 1934, our
directors and executive officers and beneficial owners of more than 10% of our
common stock are required to file certain reports, within specified time
periods, indicating their holdings of and transactions in the common stock and
derivative securities. Based solely on a review of such reports provided to us
and written representations from such persons regarding the necessity to file
such reports, we are not aware of any failures to file reports or report
transactions in a timely manner during the our fiscal year ended December 31,
2004, except that: Douglas Watson and Harris Kaplan, current independent
directors, and Bert Wasserman, a former independent director, each filed a Form
5 reporting a transaction on June 30, 2004 in which he received securities in
consideration for releasing the Company from a debt obligation.

CODE OF ETHICS

      On March 31, 2004 our Board of Directors adopted a Code of Ethics which
applies to the principal executive officer, principal financial officer,
principal accounting officer or controller and persons performing similar
functions. We will provide a copy of the Code of Ethics, without charge, to any
person who sends a written request addressed to the Secretary at InforMedix
Holdings, Inc., Georgetowne Park, 5880 Hubbard Drive, Rockville, Maryland 20852.
A copy of the Code of Ethics has been filed as an exhibit to our reports.

      The Company intends to disclose any waivers or amendments to its Code of
Ethics in a report on Form 8-K Item 10 filing rather than from its website.


                                      -33-
<PAGE>

ITEM 10. EXECUTIVE COMPENSATION.

      The following table sets forth all compensation awarded to, earned by, or
paid for all services rendered to us during the fiscal years ended December 31,
2004, 2003 and 2002 by those persons who served as chief executive officer
during our 2004 fiscal year and each of our other executive officers who earned
compensation in excess of $100,000 during such years.


Summary Compensation Table (1)

<TABLE>
<CAPTION>
                        Annual Compensation Compensation                     Long-Term
                                                                               Shares             All Other
         Name and                                                            Underlying         Compensation (1)
Principal Position           Year          Salary               Bonus         Options
------------------           ----          ------               -----         -------
<S>                          <C>         <C>                    <C>          <C>                <C>
Bruce Kehr, CEO              2004        $ 102,075 (2)              0        1,650,000                  0
Bruce Kehr, CEO              2003        $  78,210 (2)              0          387,426                  0
Bruce Kehr, CEO              2002        $  37,692 (2)              0           67,888(3)               0
Arthur T. Healey, CFO        2004        $ 145,846                  0          187,500                  0
Davison R. Dulin, Senior VP  2004        $ 156,216                  0          900,000                  0
Michael P. Gavin, VP         2004        $ 154,500                  0          400,000                  0
</TABLE>

(1) These compensation figures do not include the cost of benefits, including
premiums for life insurance, and any other perquisites provided by us to such
persons in connection with our business, all of which does not exceed the lesser
of $50,000 or 10% of such person's annual salary and bonus for the subject
fiscal year.

(2) Dr. Kehr was to be paid a base salary of $200,000, however, as the Company
was unable to pay his full base salary in cash it was paid partially in stock.
On October 15, 2003, Dr. Kehr reduced his base salary to $100,000 until the
Company receives $2 million in equity financing. See "Employment Agreements"
below.

(3) Includes 116,366 shares issued upon conversion of options granted in
connection with the August 14, 2002 merger between InforMedix, Inc. and IFAC,
Inc.

OPTIONS/SAR GRANTS IN LAST FISCAL YEAR

The following table contains information concerning the grant of stock options
to the Named Executive Officers in during 2004, exclusive of options granted in
January 2004 for services rendered during the fiscal year ended December 31,
2003 and reported by the Company in its Audit Report on Form 10-KSB for December
31, 2003, and also excludes options granted in 2005.

<TABLE>
<CAPTION>
                   Number of Shares      Percent of Total Options
                  Underlying Options     Granted to Employees in      Exercise Price   Expiration       Grant
     Name               Granted                Fiscal Year              Per Share        Date            Date
     ----               -------                -----------              ---------       --------      ----------
<S>                    <C>                        <C>                      <C>          <C>            <C>
Bruce A. Kehr          696,790                    18.7%                    $.32         9/23/2014      9/24/2004

Bruce A. Kehr          754,122                    20.2%                    $.30         9/23/2014      9/24/2004

Arthur T. Healey       114,100                     3.1%                    $.32         9/23/2014      9/24/2004

Davison R. Dulin       900,000                    24.1%                    $.32         9/23/2014      9/24/2004

Michael P. Gavin       359,597                     9.6%                    $.30         9/23/2014      9/24/2004
</TABLE>

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END
OPTION/SAR VALUES

The following table summarizes for the Named Executive Officers the total number
of shares acquired upon exercise of options during the fiscal year ended
December 31, 2004, and the value realized (fair market value at the time of
exercise less exercise price), the total number of unexercised options, if any,
held at December 31, 2004, and the aggregate dollar value of in-the-money,
unexercised options, held at December 31, 2004. The value of the unexercised,
in-the-money options at December 31, 2004, is the difference between their


                                      -34-
<PAGE>

exercise or base price, and the fair market value of the underlying common stock
on December 31, 2004, which was less than the exercise of all options included
in the table. The closing bid price of our common stock on December 31, 2004 was
$.25.

<TABLE>
<CAPTION>
                                                       Number of Securities             Value of Unexercised
                        Shares    Acquired Upon       Underlying Unexercised               In-The-Money
                       Exercise    of Options               Options at                      Options at
                        During    Fiscal 2004            December 31, 2004               December 31, 2004
     Name               Number   Value Realized     Exercisable    Unexercisable   Exercisable     Unexercisable
     ----               ------   --------------     -----------    -------------   -----------      -------------
     <S>                <S>      <C>                <C>            <C>             <C>              <C>
     Bruce A. Kehr        0            0             399,088        1,550,912          -0-             -0-
     Arthur T. Healy      0            0             148,400          151,600          -0-             -0-
     Davison R. Dulin     0            0               -0-            900,000          -0-             -0-
     Michael P. Gavin     0            0             140,403          409,597          -0-             -0-
</TABLE>

LONG TERM INCENTIVE PLANS--AWARDS IN THE LAST FISCAL YEAR

The following table summarizes for each Named Executive Officer each award under
any long term incentive plan for the year ended December 31, 2004:

<TABLE>
<CAPTION>
                                             Estimated Future Payouts under non-stock price
                                             based plans
         Number of       Performance or
         shares, units   other period
         or other        until maturation    Threshold         Target            Maximum
Name     rights          or payout           ($ or #)          ($ or #)          ($ or #)
----     ------          ---------           --------          --------          --------
<S>      <C>             <C>                 <C>               <C>               <C>
None
</TABLE>


Employment Agreements

InforMedix, Inc. entered into an employment agreement with Bruce A. Kehr, MD,
Chairman and Chief Executive Officer on January 1, 2000 which was amended and
restated on July 1, 2004. The term of such employment agreement shall continue
until June 30, 2007. During the term of the agreement Dr. Kehr may continue to
oversee the business operations of Contemporary Psychiatric Services Inc. and
may continue to provide treatment to patients for up to 15 hours per week
provided these activities do not prevent or impair Dr. Kehr's performance under
the employment agreement. Dr. Kehr's base salary is $100,000 increasing to
$225,000 when InforMedix obtains cumulative cash receipts of $2 million from
sales, royalties, license fees or other income (collectively "Revenues"), or
InforMedix obtains gross proceeds of at least $2 million from an equity
offering. His base salary shall be subject to annual increases subject to
approval by the Compensation Committee of our board of directors. He also will
be entitled to an annual bonus at the discretion of the Compensation Committee
of our board of directors. He agreed to convert $21,000 of accrued but unpaid
salary into units identical to those of the Equity Offering, consisting of
58,892 shares of Common stock 58,892 Class A Warrants and 58,892 Class B
Warrants to purchase 58,892 and 29,446 shares, respectively. Dr. Kehr shall be
entitled to two bonuses of $40,000 each when InforMedix obtains $1 million and
$2 million of Revenues. Dr. Kehr shall also be entitled to two bonuses of
$17,500 each when InforMedix (a) successfully completes a test of the Company's
Med-e-Monitor by a major pharmaceutical company and (b) executes an agreement
for use of the Med-e-Monitor in a clinical drug trial for which InforMedix
receives compensation. Dr. Kehr received $17,500 in January 2005 when the
Company received written confirmation of successful completion of a pilot test.
Under his employment agreement Dr. Kehr was granted an option to purchase
1,450,912 shares of Common Stock subject to shareholders approval of the 2004
Equity Incentive Plan.

His estate will also be entitled to receive one year's base salary in the event
Dr. Kehr dies while employed by InforMedix. If Dr. Kehr is terminated other than
for cause, death or total disability, then he is entitled to receive an amount
equal to the product of his base salary for 12 months plus payment of all unused


                                      -35-
<PAGE>

vacation time and unreimbursed expenses. Upon a change of control, if Dr. Kehr
is terminated other than for cause or good reason, he shall be retained as
Executive Vice President of InforMedix. Dr. Kehr shall be subject to
non-competition and non-solicitation provisions with respect to any past or
present customers and any employee or agent for the period of his employment
plus 12 months after termination.

InforMedix has entered into an Employment Agreement with Arthur Healey as Chief
Financial Officer and General Counsel. The agreement is for three years
effective July 1, 2003. Mr. Healey's salary is $150,000 plus a bonus of up to
20% of salary based on milestones to be determined. Mr. Healey received stock
options to purchase 112,500 shares of Common Stock at $1.00 per share in 2003
and stock options to receive an additional 114,100 shares of Common Stock, at
$.32 per share in 2004, with vesting to occur over three years based on
milestones established by the Compensation Committee. Mr. Healey also agreed to
receive one-half of this compensation in cash and the other half in stock
options for the first five months of his employment agreement. If there is
greater than a 50% change in control all issued but unvested options shall vest
immediately.

InforMedix entered into an Employment Agreement with Davison R. Dulin as of
February 15, 2004. The agreement provides that Mr. Dulin shall serve as Vice
President of Sales and Marketing. Mr. Dulin is employed "at will" at an annual
base salary of $162,000 per year. He is entitled to a quarterly performance
bonus in an amount equal to 4% of actual cash collected from customer accounts
for which he is directly responsible during the quarter up to targeted cash
collections of $2,000,000 for the year ending December 31, 2004. During the year
ending December 31, 2004, the minimum quarterly bonus that Mr. Dulin shall
receive is Five Thousand ($5,000) Dollars which will serve as an offset against
all performance bonuses in 2004. In the event that InforMedix collects cash in
excess of $2,000,000 in the year ending December 31, 2004, he shall be entitled
a discretionary bonus in an amount to be determined by the Compensation
Committee of our Board of Directors of the Company. Until such time as
InforMedix establishes a health plan for employees, InforMedix has agreed to
reimburse Mr. Dulin on a monthly basis for the cost of his paying for his
personal health insurance through his existing health plan.

2003 Stock Incentive Plan

The Company has adopted the 2003 Stock Incentive Plan (the "2003 Plan") in order
to motivate participants by means of stock options and restricted shares to
achieve InforMedix's long-term performance goals and enable our employees,
officers, directors and consultants to participate in our long term growth and
financial success. The 2003 Plan provides for the grant of any combination of
stock options to purchase shares of Common Stock or restricted stock to our
directors, officers, employees and consultants and those of our subsidiaries.
The 2003 Plan which is administered by the Compensation Committee of our Board
of Directors (presently comprised of Harris Kaplan (chair), Douglas Watson and
Philip Gross), currently authorizes the issuance of a maximum of 1,250,000
shares of Common Stock, which may be authorized and unissued shares or treasury
shares. The stock options granted under the 2003 Plan shall be either incentive
stock options, within the meaning of Section 422 of the Internal Revenue Code
("ISO's"), or non-qualified stock options ("NQSO's"). Both incentive stock
options and non-qualified stock options must be granted at an exercise price of
not less than the fair market value of shares of Common Stock at the time the
option is granted and incentive stock options granted to 10% or greater
stockholders must granted at an exercise price of not less than 110% of the fair
market value of the shares on the date of grant. If any award under the 2003
Plan terminates, expires unexercised, or is cancelled, the shares of Common
Stock that would otherwise have been issuable pursuant thereto will be available
for issuance pursuant to the grant of new awards. As of December 31, 2004,
575,000 shares of Common Stock are issuable upon exercise of options granted
under the 2003 Plan to the four officers of the Company. The remaining 675,000
options have been granted, including 316,667 schedule to vest on December 31,
2005. The 2003 Plan will terminate on February 6, 2013.

2004 Equity Incentive Plan

Our board of directors adopted the InforMedix Holdings, Inc. 2004 Equity
Incentive Plan (the "2004 Plan") and our stockholders approved the 2004 plan on
October 20, 2004. We established the 2004 Plan to incentivize and retain key
management personnel to grow our company and increase stockholder value. Under
the 2004 Plan, we may issue stock options, or restricted stock. Options are
issued to our management, and then vest based upon performance milestones
achieved, as determined by the Compensation Committee of our Board of Directors.
Awards to our board of directors and advisory board vest based upon their
longevity of service to our company. The 2004 Plan authorized the issuance of
4,200,000 stock options of which 2,682,109 have been granted to date. The


                                      -36-
<PAGE>

following persons were granted options: Dr. Bruce Kehr, Chief Executive Officer
(1,450,912), Janet Campbell, former President (865,366), Davison Dulin, Senior
Vice President of Business Development and Operations, (512,500), Arthur Healey,
Chief Financial Officer (114,100) Michael Gavin, Vice President of Research and
Development (359,597), Remie Smith, Consultant (190,000) and all directors as a
group (500,000).

The 2004 Plan provides for the grant of stock options, which may be either ISO's
or NQSO's. the exercise plan of an ISO must be no less than 100% of the fair
market value of our common stock on the date of grant; and the exercise price of
an NQSO must be no less than 85% of such fair market value. At the time of
grant, the administrator will determine when options are exercisable and when
they expire. In absence of such determination, each option will have a ten year
term, with one quarter of the shares subject to the option becoming exercisable
on the first anniversary of the option grant and with an additional one-quarter
becoming exercisable on each of the next three anniversary dates. Their term of
an option cannot exceed ten years, except in the case of an ISO granted to a
person who beneficially owns 10% or more of the total combined voting power of
all of our equity securities, referred to as a "10% stockholder." An ISO granted
to a 10% stockholder cannot have a term exceeding five years, nor may such an
ISO be exercisable at less than 110% of the fair market value of our common
stock on the date of grant. ISOs may not be granted more than ten years after
the date of adoption of the 2004 Plan by our board of directors, which was on
August 23, 2004.

The 2004 Plan also provides for restricted stock grants subject to substantial
risk of forfeiture; stock bonus awards without payment; stock appreciation
rights and/or performance grants earned over a performance period.

Board of Directors 2005 Stock Option Plan

Our board of directors adopted the InforMedix Holdings, Inc. Board of Directors
2005 Stock Option Plan (the "BOD Plan") in January 2005, subject to stockholder
approval. We established the BOD Plan to incentivize and retain independent
directors to contribute materially to the long-term success of the Company.
Under the BOD Plan, we may issue NQSO's to our directors. Awards to our board of
directors are determined by the Compensation Committee of our Board of
Directors. The following five independent directors were each granted NQSO's to
purchase 270,000 shares of Common Stock on January 24, 2005: Douglas Watson,
Harris Kaplan, Rhonda Friedman, Phillip Gross and Robert Rubin. These options
will vest in equal one -third increments commencing on January 24, 2006 and on
each of the next two anniversary dates.

Other Options

In January 2004, InforMedix granted the following options to employees for
services rendered in 2003 in lieu of accrued but unpaid compensation: (a) an
aggregate of 446,558 NQSO's which have vested to officers of the company
exercisable at $1.00 per share; and (b) an aggregate of 160,967 options which
have vested to officers of the Company in exchange for deferred compensation at
$.37 per share.


                                      -37-
<PAGE>

ITEM  11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
      RELATED STOCKHOLDERS MATTERS

The following table sets forth information known to us with respect to the
beneficial ownership of 37,442,211 shares of our common stock outstanding, as of
March 25, 2005 by:

o     Each person known by us to beneficially own 5% or more of our common
      stock,

o     Each of our executive officers and directors, and

o     All of our executive officers and directors as a group.

Beneficial ownership is determined in accordance with the rules of the SEC and
includes voting and investment power. Under SEC rules, a person is deemed to be
the beneficial owner of securities which may be acquired by such person upon the
exercise of options and warrants or the conversion of convertible securities
within 60 days from the date on which beneficial ownership is to be determined.
Each beneficial owner's percentage ownership is determined by dividing the
number of shares beneficially owned by that person by the base number of
outstanding shares, increased to reflect the beneficially-owned shares
underlying options, warrants or other convertible securities included in that
person's holdings, but not those underlying shares held by any other person.

Except as otherwise indicated in the notes to the following table,

o     We believe that all shares are beneficially owned, and investment and
      voting power is held by, the persons named as owners; and


                                      -38-
<PAGE>

o     The address for each beneficial owner listed in the table, except where
      otherwise noted, is c/o InforMedix, Inc., Georgetown Park, 5880 Hubbard
      Drive, Rockville, Maryland 20852-4821.

<TABLE>
<CAPTION>
                                                                                              Percentage of
                                                                 Amount and Nature of    Beneficial Beneficially
Name of Stockholder                                                Shares Ownership             Owned (1)
-------------------                                                ----------------             ---------
<S>                                                              <C>                     <C>
Bruce A. Kehr                                                         2,286,535(2)                 6.1%
Davison R. Dulin                                                            -0-(3)                    *
Arthur T. Healey                                                        188,400(4)                    *
P. Michael Gavin                                                        143,077(5)                    *
Rhonda B. Friedman                                                      179,248(6)(7)                 *
Harris Kaplan                                                           262,527(6)(7)                 *
Phillip Gross                                                            30,000(7)                    *
Robert Rubin                                                            134,115(7)(8)                 *
Douglas G. Watson                                                       194,981(6)(7)                 *
Meyers Associates, L.P.
45 Broadway, 2nd Floor
New York, NY 10006                                                    3,475,491(9)                 9.3%
Irving G. Snyder, Jr                                                  2,933,800(10)                7.4%
P.O. Box 367 45.32 State Road 14 Stevenson, WA 98684
All executive officers and directors as a group (9 persons )          3,418,883                    8.9%
</TABLE>

* Less than 1% of the issued and outstanding shares.

(1) Does not include shares of Common Stock currently issuable upon: (i)
exercise of 200,000 Common Stock Purchase Warrants, to purchase 400,000 shares
at $2.50 per share which had been issued in connection with the Hunapu, Inc.
initial public offering; (ii) exercise of warrants to purchase an aggregate of
2,280,833 shares of Common Stock issued in connection with loans to the Company;
(iii) exercise of 1,250,000 stock options issued under the Company's 2003 Stock
Incentive Plan, of which 475,000 of these options are vested and 775,000 options
will vest over the next four years; (iv) exercise of 4,200,000 stock options
issuable under the Company's 2004 Equity Incentive Plan, of which 3,842,109
options have been granted and no options are vested; (v) exercise of 660,640
stock options granted outside of the Company's plan; (vi) exercise of common
stock purchase warrants to purchase 800,000 shares issued in connection with the
Company's $400,000 Bridge Financing and an additional 240,000 placement agent
warrants; (vii) approximately 3,881,253 A Warrants to purchase 3,881,253 shares
of Common Stock; 3,881,253 B Warrants to purchase 1,940,627 shares of Common
Stock and placement agent warrants to purchase .12 units or an aggregate of
40,541 shares of Common Stock issued in the Equity Offering which were not part
of the Placement Agent Exchange Offer covered by this Prospectus and (viii)
exercise of 2,000,000 stock options issuable under the Company's Board of
Directors Stock Option Plan, of which 1,350,000 options have been granted and
150,000 options are vested.

(2) Includes 399,088 shares issuable upon exercise of presently-exercisable
stock options and 100,838 shares issuable upon exercise of warrants issued in
exchange for accrued and unpaid compensation. Does not include up to 1,990,912
shares of Common Stock issuable upon exercise of options not currently
exercisable.

(3) Excludes 1,000,000 shares issuable upon exercise of options not currently
exercisable.

(4) Includes 148,400 shares issuable upon exercise of presently-exercisable
stock options. Does not include up to 301,600 shares of Common Stock issuable
upon exercise of options not currently exercisable.

(5) Includes 140,403 shares issuable upon exercise of presently-exercisable
warrants and options. Does not include 584,597 shares of Common Stock issuable
upon exercise of options not currently exercisable.


                                      -39-
<PAGE>

(6) Includes 75,000 shares issuable upon exercise of presently-exercisable
options.

(7) Includes 30,000 shares issuable upon exercise of presently-exercisable
options, but excludes the 240,000 shares issuable upon exercise of options not
currently exercisable.

(8) Includes 54,115 shares owned and 50,000 shares issuable upon exercise of
presently-exercisable warrants owned by American United Global, Inc. ("AUGI") of
which Mr. Rubin is Chairman of the Board. Does not include 623,216 shares owned
and 69,629 shares issuable upon exercise of presently-exercisable warrants owned
by the Rubin Family Trust all of which Mr. Rubin disclaims beneficial ownership.

(9) Of this amount, 648,998 shares are owned by Bruce Meyers. Mr. Meyers is
president of Meyers Associates, L.P. and has the power to control the vote and
disposition of the shares of the Company's common stock owned by Meyers
Associates L.P.

(10) Irving Snyder, Jr. has advised the Company that he currently beneficially
owns replacement warrants to purchase 250,000 shares of Common Stock,
exercisable at $1.50 per share, which were issued in connection with his April
2003 Bridge loan to the Company and 150,000 warrants issued in November 2003 in
connection with a bridge loan. As per his October 2003 restructuring of the loan
he purchased $375,000 of units, or an aggregate of 7.5 units consisting of
1,013,520 shares of Common Stock and 1,520,280 shares issuable upon exercise of
Class A and Class B Warrants included in the Units, plus the 400,000 warrants
currently owned, or an aggregate of 2,933,800 shares of Common Stock. See Item
12. "Certain Relationships and Related Transactions."


Equity Compensation Plan Information

The following table summarizes information with respect to options under our
equity compensation plans as of December 31, 2004:

      o     the number of shares of our common stock issuable upon exercise of
            outstanding options, warrants and rights, separately identified by
            those granted under equity incentive plans approved by our
            stockholders and those granted under plans, including individual
            compensation contracts, not approved by our stockholders (column A).

      o     the weighted average exercise price of such options, warrants and
            rights, also as separately identified (column B), and

      o     the number of shares remaining available for future issuance under
            such plans, other than those shares issuable upon exercise of
            outstanding options, warrants and rights (column C).

<TABLE>
<CAPTION>
                                                                                          Number of securities
                                                                                          remaining available for
                                Number of securities to be   Weighted-average exercise    future issuance under
                                issued upon exercise of      price of outstanding         equity compensation plans
                                outstanding options,         options, warrants and        (excluding securities
                                warrants and rights          rights                       reflected in column (a))
                                         (a)                          (b)                            (c)
<S>                             <C>                          <C>                          <C>
Equity compensation plans
approved by security holders             4,432,109                        $.44                     1,017,891
Equity compensation plans not
approved by security holders               660,640                        $.85                           N/A
Total                                    5,092,749                        $.50                     1,017,891
</TABLE>


Item 12. Certain Relationships and Related Transactions

The employment agreements we entered into with each of Bruce Kehr, Arthur Healy
and Davison Dulin are discussed in the "Employments" subsection set forth
previously in this Prospectus.

InforMedix issued a total of 18,464 shares of common stock to the Biomedical
Development Corporation ("BMDC") for marketing, financial and accounting
services rendered during 2002 and 20,000 shares in 2004 in settlement of a
disputed amount issued for past services. Arthur Healey, Chief Financial Officer
of InforMedix, formerly owned approximately 27% of BMDC prior to July 2003, and
was its then Chief Financial Officer. Douglas Dieter, former Director of
Marketing of InforMedix, owns approximately 71% and is the President of the
BMDC. Mr. Healey resigned from BMDC effective June 30, 2003 and disclaims any
beneficial ownership to any of the 38,464 shares issued to BMDC. BMDC was also
paid $11,500 cash for services rendered during 2002 and $47,530 for the year
ended December 31, 2003.

P. Michael Gavin, Vice President of Research and Development of InforMedix,
received $112,503 in consulting fees or other cash compensation in 2003 and
$154,500 in 2004. Mr. Gavin is an independent contractor and received all
compensation through Somerset Consulting LLC.

Bruce Kehr, Chairman and Chief Executive Officer of InforMedix, currently holds
a warrant to purchase up to 12,500 shares at an exercise price of $3.00 per
share. This warrant expires on September 25, 2007. He also held a convertible
promissory note in the principal amount of the $25,000 bearing interest at 12%
per annum that automatically converted into shares of common stock of InforMedix
at a conversion price of $2.00 per share upon the merger of InforMedix into a
public company in May 2003. Dr. Kehr was also granted performance and
compensation options prior to the merger of InforMedix, Inc. into InforMedix
Acquisition Corp. These options have already been converted into common stock.
Dr. Kehr also converted $21,790 of accrued but unpaid salary at December 21,
2003, into units identical to those of the Equity Offering consisting of 58,892
shares of Common Stock, 58,892 Class A Warrants and 58,892 Class B Warrants.

Douglas Watson and Harris Kaplan, members of the InforMedix's board of
directors, Bert Wasserman, a former member of the Board of Directors and Robert
Rubin, an affiliate of a principal shareholder and a current member of the Board
of Directors, each had an outstanding loan to InforMedix in the principal amount
of $15,000. These notes were payable in August 2003 with interest at 6% per
annum and were extended at 12% per annum. On March 4, 2004, these notes were
each converted into 46,419 shares of common stock, 46,419 Class A Warrants and
46,419 Class B Warrants.

InforMedix executed a promissory note dated July 6, 1998, modified February 6,
2000 with United Bank. Principal and interest were due in 36 payments from March
6, 2000 to February 6, 2003 at an annual interest rate of prime plus one
percent. InforMedix commenced payments on March 6, 2000 through May 6, 2001. At
that time, this note was refinanced, and InforMedix was advanced amounts to
bring the balance back to its original amount of $297,500. This promissory note
was again amended in January 2002, effective December 2001 whereby InforMedix
was provided an extension through June 30, 2002 on its payments. Interest
payments due were paid currently. The unpaid balance on the note payable at
September 30, 2002 was $267,500. The balance was due on November 30, 2004,
however, was repaid in August 2004. The note was guaranteed by Dr. Bruce Kehr
and certain other shareholders of InforMedix personally. For their personal
guarantees and confessions of judgment on the note, the other shareholders were
given shares of InforMedix common stock including 5,750 shares received by Dr.
Kehr.

In August 2002, InforMedix executed a subordinated promissory note with Rockwell
Capital Partners, LLC, its then investment banker, in the amount of $50,000. The
promissory note bore interest at a rate of 12% per annum, and automatically
converted into shares of the common stock of InforMedix at $2.00 per share, upon
the merger into a public company in May 2003. Interest expense on this note was
$1,000 for the nine months ended September 30, 2002. This promissory note was
subsequently transferred to Old Oak Fund, a greater than 5% shareholder of
InforMedix.

In August 2002, InforMedix entered into an additional loan obligation with
Rockwell Capital Partners, in the amount of $100,000 for amounts Rockwell
advanced to a public relations firm for consulting services. This public
relations firm was subsequently reported as defunct by Rockwell. On August 14,
2002, fifty (50%) percent of the loan obligation was converted into 2,350,000
shares of common stock of InforMedix Acquisition Corp. The stock was issued at
just over par value, and was issued as founders stock. The remaining fifty
percent of the loan obligation was subsequently converted into a subordinated
promissory note held in the principal amount of $50,000 by Allied International
Fund, an affiliate of Rockwell Capital Partners. The promissory note bore
interest at a rate of 12% per annum, and automatically converted into shares of
common stock of InforMedix at $2.00 per share upon the merger into a public
company in May 2003.

The spouses of Robert DePalo and Kenneth Orr, a principal and a former principal
of Rockwell Capital Partners, own the capital stock of Hughes Holdings, LLC.
Messrs. DePalo and Orr disclaim beneficial ownership of Hughes Holdings, LLC,
which was formed for estate planning purposes. Hughes beneficially owned 16.67%
of Hunapu Common Stock at the time of the merger.

On September 25, 2002, InforMedix executed a promissory note with American
United Global, Inc. ("AUGI") in the amount of $100,000. The promissory note bore
interest at a rate of 12% per annum, and automatically converted into shares of
common stock of InforMedix at $2.00 per share upon the merger with a public
company in May 2003. Interest expense on this note was $1,000 for the nine
months ended September 30, 2002. Robert Rubin, Chairman of the Board of AUGI


                                      -40-
<PAGE>

became a director of the Company in January 2005, and is the original grantor of
The Rubin Family Irrevocable Trust, a New York family investment trust; however,
he disclaims beneficial ownership of all the capital stock of the trust, which
owned 550,000 shares of InforMedix.

Upon the issuances of the promissory notes with Rockwell Capital Partners and
AUGI, InforMedix entered into an Intellectual Property Security Agreement dated
September 5, 2002 as collateral for the amounts advanced. These promissory note
holders and Bruce Kehr shared in the same rights under that agreement. The
sequence of events in the last four paragraphs was set forth in a letter
agreement among the parties dated February 6, 2003 concerning the promissory
notes. The security agreement was terminated when the notes were converted into
Common Stock.

In connection with the above described loan terminations, InforMedix Inc. issued
warrants to purchase 25,000 shares to each of Allied International Fund, and Old
Oak Fund and 50,000 shares to American United Global Inc. These warrants expire
on August 1, 2008. They are each exercisable at $3.00 per share, subject to
adjustment. See "Item 11. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholders Matters," below.

On April 9, 2003, InforMedix, Inc. entered into a Security and Loan Agreement
with Irving G. Snyder, Jr. (the "Lender") pursuant to which it issued a secured
convertible promissory note (the "Note") in the amount of $750,000. The Note
bore interest at the rate of 12% per annum. The loan was collaterized by a first
lien on InforMedix 's patents. Warrants to purchase an aggregate of 800,000
shares of Common Stock were issued to three persons exercisable at $3.00 per
share for a five-year period. InforMedix and the Lender restructured the loan in
October 2003, to extend the loan from October 7, 2003, until the earlier of (i)
December 7, 2003, or (ii) the closing of at least $2 million from the Offering
or another capital stock financing (the "Closing"). In consideration of the
above loan restructuring, the 800,000 outstanding warrants exercisable at $3.00
per share were replaced by warrants to purchase 250,000 shares of Common Stock
exercisable at $1.50 per share. Upon the Closing of the Offering, the Lender was
repaid $375,000 plus all accrued and unpaid interest and the remaining $375,000
was converted into $375,000 of Units as part of the Offering. When the loan was
repaid, the loan agreement and related security interest was terminated. The
Lender also received warrants to purchase 150,000 shares of Common Stock at $.60
per share in consideration of a November 2003 bridge loan in the aggregate
amount of $120,000.

Any future transactions with officers, directors or 5% shareholders will be on
terms no less favorable to the Company than could be obtained from independent
third parties.


                                      -41-
<PAGE>

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.

      (a)   Exhibits.

Exhibit
Number  Description
------  -----------

 3.1    Articles of Incorporation, as amended (1)
 3.2    By-Laws. (1)
 4.1    Specimen common stock certificate. (1)
 4.2    Specimen Class A Warrant certificate. (1)
 4.3    Specimen Bridge Warrant certificate (5)
 4.4    Specimen Class A Warrant certificate from Private Placement (5)
 4.5    Specimen Class B Warrant certificate from Private Placement (5)
 4.6    Specimen Placement Agent Warrant certificate from Private Placement (5)
 10.1   Employment Agreement dated January 1, 2000 between InforMedix Inc. and
        Bruce A. Kehr, as amended on February 5, 2001. (2)
 10.2   Employment Agreement dated January 18, 2001 between InforMedix Inc. and
        Janet Campbell. (2)
 10.3   Employment Agreement dated as of February 15, 2004, between InforMedix,
        Inc. and Davison R. Dulin. (4)
 10.4   Employment Agreement dated as of October 23, 2003, between InforMedix,
        Inc. and Arthur Healey.(4)
 10.5   Intellectual Property Security Agreement dated September 5, 2002 and
        Letter Agreement by and among InforMedix Inc., Dr. Bruce Kehr, American
        United Global Inc. and Rockwell Capital Partners, LLC. (2)


                                      -42-
<PAGE>

10.6    Letter Agreement dated February 6, 2003 between InforMedix Inc. and
        Rockwell Capital Partners, LLC. (2)
10.7    Lease dated March 1, 2003, by and between Augusto Tono and InforMedix
        Inc. (2)
10.8    Senior 12% Convertible Secured Promissory Note dated August 2, 2002 from
        InforMedix, Inc. to Old Oak Fund in the principal amount of $50,000.(2)
10.9    Senior 12% Convertible Secured Promissory Notes dated August 2, 2002
        from InforMedix, Inc. to Allied International Fund in the principal
        amount of $50,000.(2)
10.10   Senior 12% Convertible Secured Promissory Note dated September 25, 2002
        from InforMedix Inc. to American United Global, Inc. in the principal
        amount of $100,000.(2)
10.11   Warrant to purchase 50,000 shares of Common Stock of InforMedix Inc.
        prior to August 1, 2008 issued to Allied International Fund
        (substantially the same as warrants issued to Old Oak Fund and American
        United Global, Inc.). (2)
10.12   Promissory Note dated May 18, 2001 from InforMedix to United Bank.(2)
10.13   Change in Terms Agreement dated August 1, 2001 by and between InforMedix
        and United Bank.(2)
10.14   12% Promissory Note dated January 30, 2002 from InforMedix to Bert
        Wasserman in the aggregate amount of $15,000 (substantially the same as
        notes issued to Robert Rubin, Harris Kaplan and Strategic Media Group,
        LLC).(2)
10.15   12% Promissory Note dated August, 2002 from InforMedix to Douglas G.
        Watson in the principal amount of $15,000.(2)
10.16   Security and Loan Agreement between InforMedix and Private Investors
        Equity, LLC, and Senior Convertible Promissory Note in the principal
        amount of $350,000 and Warrant to Purchase Shares issued to Private
        Investors Equity, LLC, each dated as of November 4, 2002.(3)
10.17   Placement Agent Agreement dated as of August 21, 2003, by and between
        InforMedix Holdings, Inc. and Meyers Associates, L.P. (4)
10.18   Amendment No. 1 to Employment Agreement between Bruce A. Kehr and
        InforMedix, Inc. dated as of February 5, 2001. (4)
10.19   Amendment No. 2 to Employment Agreement between Bruce A. Kehr and
        InforMedix, Inc. dated October 2003. (4)
10.20   Amendment No. 1 to Employment Agreement between Janet Campbell and
        InforMedix, Inc. dated as of October 15, 2003. (4)
10.21   Security and Loan Agreement (without exhibits) between InforMedix
        Acquisition Corp., InforMedix, Inc. and Irving G. Snyder, Jr., and
        Secured Convertible Promissory Note in the principal amount of $750,000
        and Warrant to Purchase Shares issued to Irving Snyder, each dated as of
        April 9, 2003.(4)
10.22   Letter Agreement between InforMedix Acquisition Corp., InforMedix, Inc.
        and Irving Snyder dated October 16, 2003. (4)
10.23   Form of Warrant Exchange Agreement dated December 22, 2004 (6)

10.24   Form of Placement Agent Warrant Exchange Agreement dated February 16,
          2005 (6)
 14.1   Code of Ethics (4)
 21.1   List of Subsidiaries
*31.1   Certification of the Chief Executive Officer required by Rule 13a-14(a)
        or Rule 15d-14(a).
*31.2   Certification of the Chief Financial Officer required by Rule 13a-14(a)
        or Rule 15d-14(a).
*32.1   Chief Executive Officer Certification Pursuant to 18 U.S.C. Section
        1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
        2002.

*32.2   Chief Financial Officer Certification Pursuant to 18 U.S.C. Section
        1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
        2002.

----------
* filed with this Annual Report on Form 10-KSB

(1)   Incorporated herein by reference from Exhibits to the Registrant's
      Registration Statement on Form SB-2 (File No. 33-45774), filed on
      September 14, 2000.
(2)   Incorporated herein by reference from Exhibits to Post-Effective Amendment
      No. 4 to the Registrant's Registration Statement on Form SB-2 (File No.
      33-45774), filed on March 25, 2003.
(3)   Incorporated herein by reference from Exhibits to Post-Effective Amendment
      No. 5 to the Registrant's Registration Statement on Form SB-2 (File No.
      33-45774), filed on April 7, 2003.
(4)   Incorporated herein by reference from Exhibits to the Registrant's Annual

      Report on Form  10-KSB  for the year  ended  December  31,  2003 (File No.
      000-50221), filed on April 5, 2004.

(5)   Incorporated herein by reference from Exhibits to the Registrant's
      Registration Statement on Form SB-2 (File No. 333-112726)
(6)   Incorporated herein by reference from Exhibits to the Registrant's
      Registration Statement on Form SB-2 (File No. 33-123237)


                                      -43-
<PAGE>

      (b) Reports on Form 8-K.

      1. Current Report on Form 8-K, dated October 11, 2004, reporting an item
under Item 5.02 and filed on October 18, 2004

      2. Current Report on Form 8-K, dated October 12, 2004, reporting an item
under Items 8.01 and filed on October 13, 2004

      3. Current Report on Form 8-K, dated September 27, 2004, reporting an item
under Items 8.01 and filed on October 6, 2004

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

      The aggregate fees billed by our independent auditors, Bagell, Josephs &
Company LLC, for each of our last two fiscal years are as follows:

                                 2004         2003
                              --------     --------

Audit Fees ..............      $17,500       $15,000

Audit-Related Fees ......      $     0       $     0

Tax Fees ................      $     0       $     0

All Other Fees ..........      $10,500       $ 7,000

      The fees labeled as All Other Fees above constitute interim reviewed
financial statements. Prior to the engagement of Bagell, Josephs & Company LLC,
our audit committee considered whether the provision of the financial
information systems design and implementation and all other non-audit services
was compatible with maintaining the accounting firm's independence. Our audit
committee recommended to our board of directors that Bagell, Josephs & Company
LLC be engaged to audit our consolidated financial statements for our fiscal
year ending December 31, 2004.


                                      -44-
<PAGE>

                            INFORMEDIX HOLDINGS, INC.
                        CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2004 AND 2003

                            INFORMEDIX HOLDINGS, INC.
                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

                                                                         Page(s)
                                                                         -------
Report of Independent Registered Public Accounting Firm                        2

Consolidated Balance Sheets as of December 31, 2004 and 2003                   3

Consolidated Statements of Operations for the Years Ended
   December 31, 2004 and 2003                                                  4

Consolidated Statement of Changes in Stockholders' Equity
   (Deficit) for the Years ended December 31, 2004 and 2003                    5

Consolidated Statements of Cash Flow for the Years Ended
   December 31, 2004 and 2003                                              6 - 7

Notes to Consolidated Financial Statements                                8 - 33


                                      -45-
<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders of
InforMedix Holdings, Inc.

Rockville, MD

We have audited the accompanying consolidated balance sheets of InforMedix
Holdings, Inc. (the "Company") as of December 31, 2004 and 2003, and the related
consolidated statements of operations, changes in stockholders' equity
(deficit), and cash flows for the years then ended. These consolidated financial
statements are the responsibility of management. Our responsibility is to
express an opinion on these consolidated financial statements based on our
audits.

We conducted our audits in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

The accompanying consolidated financial statements have been prepared assuming
the Company will continue as a going concern. As discussed in Note 12 to the
consolidated financial statements, the Company has sustained operating losses
and capital deficits that raise substantial doubt about its ability to continue
as a going concern. In the first quarter of 2004, the Company completed their $5
million equity raise. Management's operating and financing plans in regards to
these matters are also discussed in Note 12. The consolidated financial
statements do not include any adjustments that might result from the outcome of
these uncertainties.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of InforMedix Holdings,
Inc., as of December 31, 2004 and 2003, and the results of its operations,
changes in stockholders' equity (deficit), and cash flows for the years then
ended in conformity with accounting principles generally accepted in the United
States of America.

/S/ BAGELL, JOSEPHS & COMPANY, L.L.C.
-------------------------------------
BAGELL, JOSEPHS & COMPANY, L.L.C.
Gibbsboro, New Jersey

February 5, 2005


                                      -F1-
<PAGE>

                            INFORMEDIX HOLDINGS, INC.
                           CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 2004 AND 2003


                            ASSETS

<TABLE>
<CAPTION>
                                                                       2004              2003
                                                                   ------------     ------------
<S>                                                                <C>              <C>
Current Assets:
  Cash and cash equivalents                                        $     95,146     $    458,468
  Accounts receivable                                                    19,000               --
  Inventory                                                             208,791          103,200
  Prepaid expenses and other current assets                              25,330            4,410
                                                                   ------------     ------------

    Total Current Assets                                                348,267          566,078
                                                                   ------------     ------------

  Fixed assets, net of depreciation                                     102,489           18,683
                                                                   ------------     ------------

TOTAL ASSETS                                                       $    450,756     $    584,761
                                                                   ============     ============

         LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

LIABILITIES
Current Liabilities:
  Current portion of note payable - bank                           $         --     $    115,694
  Notes payable - other                                                      --          104,400
  Current portion of obligations under capital lease                         --           24,961
  Accounts payable and accrued expenses                                 317,530          185,576
  Due to escrow agent                                                        --          126,000
  Liability for stock to be issued                                           --          200,279
                                                                   ------------     ------------

      Total Current Liabilities                                         317,530          756,910
                                                                   ------------     ------------

Long-term Liabilities:
  Note payable - bank, net of current maturities                             --               --
  Obligations under capital lease, net of current maturities                 --            3,600
                                                                   ------------     ------------

      Total Long-term Liabilities                                            --            3,600
                                                                   ------------     ------------

      TOTAL LIABILITIES                                                 317,530          760,510
                                                                   ------------     ------------

STOCKHOLDERS' EQUITY (DEFICIT)
  Preferred stock, $.001 Par Value; 4,500,000 shares authorized
    0 shares issued and outstanding                                          --               --
  Common stock, $.001 Par Value; 80,000,000 shares authorized
    25,032,136 and 16,585,780 shares issued and outstanding              25,032           16,585
  Additional paid-in capital                                         16,342,923       13,768,028
  Accumulated deficit                                               (16,234,729)     (13,960,362)
                                                                   ------------     ------------

      TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                              133,226         (175,749)
                                                                   ------------     ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)               $    450,756     $    584,761
                                                                   ============     ============
</TABLE>


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


                                       F2
<PAGE>

                            INFORMEDIX HOLDINGS, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                  FO THE YEARS ENDED DECEMBER 31, 2004 AND 2003


                                                      2004             2003
                                                  ------------     ------------
OPERATING REVENUES
  Sales                                           $     28,750     $         --

DIRECT COSTS                                             5,499               --
                                                  ------------     ------------

GROSS PROFIT                                            23,251               --
                                                  ------------     ------------

OPERATING EXPENSES
   Compensation expense                                580,308          205,814
   Research and development                            534,596          555,180
   Selling, general and administrative expenses      1,164,691        1,031,451
   Depreciation and amortization                        16,433           30,307
                                                  ------------     ------------
       Total Operating Expenses                      2,296,028        1,822,752
                                                  ------------     ------------

LOSS BEFORE OTHER INCOME (EXPENSE)                  (2,272,777)      (1,822,752)

OTHER INCOME (EXPENSE)
   Interest income                                       7,043              221
   Interest expense                                     (8,633)        (127,090)
                                                  ------------     ------------
       Total Other Income (Expense)                     (1,590)        (126,869)
                                                  ------------     ------------

NET LOSS BEFORE PROVISION FOR INCOME TAXES        $ (2,274,367)    $ (1,949,621)
Provision for Income Taxes                                  --               --
                                                  ------------     ------------

NET LOSS APPLICABLE TO COMMON SHARES              $ (2,274,367)    $ (1,949,621)
                                                  ============     ============

NET LOSS PER BASIC AND DILUTED SHARES             $   (0.09963)    $   (0.16240)
                                                  ============     ============

WEIGHTED AVERAGE NUMBER OF COMMON
    SHARES OUTSTANDING                              22,828,502       12,004,771
                                                  ============     ============


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


                                       F3
<PAGE>

                            INFORMEDIX HOLDINGS, INC.
       CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
                 FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003

<TABLE>
<CAPTION>
                                                                                      ADDITIONAL
                                                              COMMON STOCK             PAID-IN        ACCUMULATED
DESCRIPTION                                                SHARES        AMOUNT        CAPITAL          DEFICIT         TOTAL
-----------                                              -----------    ---------    ------------    ------------    -----------
<S>                                                       <C>           <C>          <C>             <C>             <C>
Balance, January 1, 2003                                  14,500,000    $  14,500    $      2,900    $    (48,749)   $   (31,349)

Net loss of Hunapu through merger                                 --           --              --          (3,621)        (3,621)

Cancellation of shares at time of merger                 (11,090,000)     (11,090)         11,090              --             --

Shares issued in connection with merger
  to acquire InforMedix                                   14,902,000       14,902      11,381,749     (11,958,371)      (561,720)

Shares issued for accrued interest                            19,192           18          18,833              --         18,851

Reverse 1:2 stock split                                   (9,165,596)      (9,165)          9,165              --             --

Shares issued in connection with equity financing, net     7,420,184        7,420       2,344,291              --      2,351,711

Net loss for the year                                             --           --              --      (1,949,621)    (1,949,621)
                                                         -----------------------------------------------------------------------

Balance, December 31, 2003                                16,585,780    $  16,585    $ 13,768,028    $(13,960,362)   $  (175,749)

Shares issued for accounts payable and accrued interest      281,050          282         151,203              --        151,485

Shares issued in connection with equity financing, net     6,093,412        6,093       1,906,930              --      1,913,023

Shares issued for services and compensation                  644,361          644         372,072              --        372,716

Shares issued for cash and warrant exchange                1,239,543        1,240          99,760              --        101,000

Shares issued for cash                                       187,990          188          44,930              --         45,118

Net loss for the year                                             --           --                      (2,274,367)    (2,274,367)
                                                         -----------------------------------------------------------------------

Balance, December 31, 2004                                25,032,136    $  25,032    $ 16,342,923    $(16,234,729)       133,226
                                                         =======================================================================
</TABLE>


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


                                       F4
<PAGE>

                            INFORMEDIX HOLDINGS, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOW
                 FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003

<TABLE>
<CAPTION>
                                                                     2004            2003
                                                                 -----------     -----------
<S>                                                              <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net loss                                                      $(2,274,367)    $(1,949,621)
                                                                 -----------     -----------
   Adjustments to reconcile net loss to net cash
     used in operating activities

     Depreciation and amortization                                    16,433          30,307
     Common stock issues for compensation and services               372,716              --

  CHANGES IN ASSETS AND LIABILITIES
     (Increase) in accounts receivable                               (19,000)             --
     (Increase) in inventory                                        (105,591)       (103,200)
     (Increase) decrease in prepaid expenses and other assets        (20,920)        152,508
     Increase (decrease) in amounts due escrow agent                (126,000)        126,000
     Increase (decrease) in liability for stock to be issued        (200,279)        200,279
     Increase (decrease) in accounts payable and
       and accrued expenses                                          255,076         (53,300)
                                                                 -----------     -----------
     Total adjustments                                               172,435         352,594
                                                                 -----------     -----------

     NET CASH (USED IN) OPERATING ACTIVITIES                      (2,101,932)     (1,597,027)
                                                                 -----------     -----------

CASH FLOWS FROM INVESTING ACTIVITIES
   Acquisitions of fixed assets                                     (100,238)         (4,203)
                                                                 -----------     -----------

      NET CASH (USED IN) INVESTING ACTIVITIES                       (100,238)         (4,203)
                                                                 -----------     -----------
</TABLE>

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


                                       F5
<PAGE>

                            INFORMEDIX HOLDINGS, INC.
                CONSOLIDATED STATEMENTS OF CASH FLOW (CONTINUED)
                 FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003

<TABLE>
<CAPTION>
                                                                     2004            2003
                                                                 -----------     -----------
<S>                                                              <C>             <C>
CASH FLOWS FROM FINANCING ACTIVITES
    Proceeds from common stock issuances                         $ 2,059,142     $ 1,308,150
    Proceeds from note payables - other                                   --       1,423,900
    Payments of notes payable                                       (220,094)       (731,931)
                                                                 -----------     -----------

       NET CASH PROVIDED BY FINANCING ACTIVITIES                   1,839,048       2,000,119
                                                                 -----------     -----------

NET INCREASE (DECREASE) IN
    CASH AND CASH EQUIVALENTS                                       (363,122)        398,889

CASH AND CASH EQUIVALENTS -
    BEGINNING OF PERIOD                                              458,268          59,579
                                                                 -----------     -----------

CASH AND CASH EQUIVALENTS - END OF PERIOD                        $    95,146     $   458,468
                                                                 ===========     ===========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW
   INFORMATION:

CASH PAID DURING THE YEAR FOR:
    Interest expense                                             $     8,633     $   115,739
                                                                 ===========     ===========

SUPPLEMENTAL DISCLOSURE OF NONCASH
  ACTIVITIES:

   Common stock issues for compensation and services             $   372,716     $        --
                                                                 ===========     ===========

   Issuance of common stock for settlement of vendor payables    $   122,924     $        --
                                                                 ===========     ===========

   Conversion of accrued interest to common stock                $    15,000     $    18,851
                                                                 ===========     ===========

   Conversion of notes payable to common stock                   $   158,775     $ 1,270,000
                                                                 ===========     ===========

   Conversion of related party payable to common stock           $        --     $   225,000
                                                                 ===========     ===========

   Prepaid expenses for a note payable                           $        --     $   100,000
                                                                 ===========     ===========

   Conversion of capital leases payable to common stock          $    28,560     $        --
                                                                 ===========     ===========
</TABLE>


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


                                       F6
<PAGE>

                            INFORMEDIX HOLDINGS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2004 AND 2003

NOTE 1 -    ORGANIZATION AND BASIS OF PRESENTATION

            On May 8, 2003, InforMedix Acquisition Corp. merged with and into
            Hunapu Inc. pursuant to the Agreement and Plan of Reorganization
            dated February 7, 2003 (the "Agreement"). Hunapu Inc. was the
            surviving entity and changed its name to InforMedix Holdings, Inc.,
            a Nevada corporation (the "Company").

            Pursuant to the Agreement, Hunapu acquired InforMedix Acquisition
            Corp., subject to specified conditions and terms set forth in the
            Agreement. The consideration paid by Hunapu for its acquisition of
            InforMedix Acquisition Corp. consisted of the issuance of 7,451,000
            shares of Hunapu common stock, inclusive of 112,500 shares that were
            issued to InforMedix debt holders in conversion of their notes to
            equity, for the net assets of InforMedix Acquisition Corp.
            Simultaneously with the issuance of the 7,451,000 shares of stock,
            Hunapu cancelled 5,545,000 shares of stock issued to its chief
            executive officer. The chief executive of Hunapu, who was its sole
            officer and director, then resigned and was replaced by the officers
            and directors of InforMedix Acquisition Corp.

            For accounting purposes, the transaction is accounted for as a
            reverse acquisition, under the purchase method of accounting.
            Accordingly, InforMedix Acquisition Corp. is treated as the
            continuing entity for accounting purposes and the historical
            financial statements presented are those of InforMedix Acquisition
            Corp.

            InforMedix Holdings, Inc. stockholders also approved the
            authorization of 4,500,000 shares of preferred stock, which may be
            issued from time to time by the Board of Directors without further
            shareholder approval.

            On June 23, 2003, the Board of Directors of the Company approved a
            1-for-2 reverse stock split of the Company's common stock. The
            effective date for the reverse stock split was June 30, 2003. All
            share and per share data reported herein give retroactive effect to
            the stock split.


                                       F7
<PAGE>

                            INFORMEDIX HOLDINGS, INC.
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTNUED)
                           DECEMBER 31, 2004 AND 2003

NOTE 1 -    ORGANIZATION AND BASIS OF PRESENTATION (CONTINUED)

            On January 21, 2004, the Company's board of directors approved a
            resolution to increase the number of authorized common shares from
            20,000,000 shares to 80,000,000 shares, and this was effective on
            March 3, 2004.

            InforMedix Acquisition Corp. ("Acquisition Corp"), a Delaware
            company, incorporated on June 26, 2002, is a holding company and was
            incorporated with a wholly-owned subsidiary IFAC, Inc. ("IFAC") for
            the purpose of acquiring InforMedix, Inc. ("InforMedix"). InforMedix
            was incorporated in the State of Delaware on January 27, 1997, for
            the purpose of developing the Med-eMonitor SystemTM. Since its
            inception, InforMedix has devoted substantially all of its efforts
            to business planning, patent portfolio, research and development,
            recruiting staff, acquiring operating assets and raising capital. In
            2004, InforMedix began selling and implementing its Med-e Monitor
            System into clinical studies at academic research centers and for
            other commercial customers. The Company also completed its $5
            million private placement of equity in 2004 and increased its
            business development, strategic alliance, and sales and marketing
            activities.

            InforMedix merged with and into IFAC, pursuant to a Plan and
            Agreement of Merger dated August 14, 2002. According to the
            Agreement, InforMedix merged into IFAC pursuant to a share exchange
            agreement, and InforMedix became the surviving company post merger,
            and thus became the sole wholly- owned subsidiary of Acquisition
            Corp. Upon the merger of Acquisition Corp. with and into Hunapu,
            Inc. in May 2003, InforMedix became the sole wholly-owned subsidiary
            of Hunapu, Inc. Hunapu subsequently changed its name to InforMedix
            Holdings, Inc.

            InforMedix's stockholders received 4.774 shares of Acquisition Corp.
            stock for each 1 share of InforMedix's stock. Acquisition Corp.,
            other than the share exchange with InforMedix and the issuance of
            2,350,000 shares of its stock to founders of the company had no
            operations since inception. The merger became effective on August
            22, 2002. InforMedix is the only operational segment of Acquisition
            Corp.


                                       F8
<PAGE>

                            INFORMEDIX HOLDINGS, INC.
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTNUED)
                           DECEMBER 31, 2004 AND 2003

NOTE 2 -    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

            Development Stage Company

            Prior to 2004, the Company was a development stage company as
            defined in Statement of Financial Accounting Standards (SFAS) No. 7,
            "Accounting and Reporting by Development Stage Enterprises ". The
            Company had devoted substantially all of its efforts to business
            planning, patent portfolio, research and development, recruiting
            management and technical staff, acquiring operating assets and
            raising capital. It has sold the Med-e Monitor System to academic
            centers to complete grant-funded clinical research, and has recently
            completed the initial manufacture of its product in preparation for
            expansion of sales activities. The Company generated sales in the
            first fiscal quarter of 2004, and consequently emerged from the
            development stage.

            Principles of Consolidation

            The consolidated financial statements include the accounts of
            InforMedix and its subsidiary for the year ended December 31, 2004
            and 2003. All significant inter-company accounts and transactions
            have been eliminated in consolidation.

            Use of Estimates

            The preparation of consolidated 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 and
            disclosures of contingent assets and liabilities at the date of the
            consolidated financial statements and the reported amounts of
            revenues and expenses during the reporting period. Actual results
            could differ from those estimates.

            Cash and Cash Equivalents

            The Company considers all highly liquid debt instruments and other
            short-term investments with an initial maturity of three months or
            less to be cash equivalents. The Company maintains cash and cash
            equivalent balances at several financial institutions, which are
            insured by the Federal Deposit Insurance Corporation up to $100,000.


                                       F9
<PAGE>

                            INFORMEDIX HOLDINGS, INC.
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTNUED)
                           DECEMBER 31, 2004 AND 2003

NOTE 2 -    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

            Fixed Assets

            Fixed assets are stated at cost. Depreciation is computed using the
            straight-line method over the estimated useful lives of the assets;
            three years for computer software and equipment and five years for
            office furniture and equipment. Property and equipment held under
            capital leases and leasehold improvements are amortized over the
            shorter of the lease term or the estimated useful life of the
            related asset. When fixed assets are retired or otherwise disposed
            of, the cost and related accumulated depreciation are removed from
            the accounts and the resulting gain or loss is included in
            operations.

            Intellectual Property Assets

            The Company owns 15 issued U.S. and Foreign and 14 pending U.S. and
            Foreign patents. A formal patent valuation appraisal was performed
            in 2002 by the Patent & License Exchange, Inc. The appraisal
            revealed that the Company's patents were cited as prior art in 154
            other issued patents. Under present accounting principles generally
            accepted in the United States of America, and FASB 142, management
            of the Company has not reflected the value of these patents on their
            consolidated balance sheet at December 31, 2004.

            Internal Use Software Costs

            Internal use software and web site development costs are capitalized
            in accordance with Statement of Position (SOP) No. 98-1, "Accounting
            for the Costs of Computer Software Developed or Obtained for
            Internal Use," and Emerging Issues Task Force (EITF) Issue No.
            00-02, "Accounting for Web Site Development Costs." Qualifying costs
            incurred during the application development stage, which consist
            primarily of outside services and the Company's consultants, are
            capitalized and amortized over the estimated useful life of the
            asset. All other costs are expensed as incurred. All costs for
            internal use software for the years ended December 31, 2004 and 2003
            have been expensed as research and development.

            Start-up Costs

            In accordance with the American Institute of Certified Public
            Accountants Statement of Position 98-5, "Reporting on the Costs of
            Start-up Activities", the Company expenses all costs incurred in
            connection with the start-up and organization of the Company.


                                      F10
<PAGE>

                            INFORMEDIX HOLDINGS, INC.
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTNUED)
                           DECEMBER 31, 2004 AND 2003

NOTE 2 -    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

            Revenue and Cost Recognition

            The Company records its transactions under the accrual method of
            accounting whereby income gets recognized when the services are
            billed rather than when the fees are collected, and costs and
            expenses are recognized in the period they are incurred rather than
            paid for.

            Research and Development

            Research and development costs are related primarily to the Company
            obtaining its 15 issued U.S. and Foreign and 14 pending U.S. and
            Foreign patents and patent valuation analysis, developing early
            prototypes and Beta products of its Med-eMonitor device, the
            development of software to monitor patient data, remotely program
            the device, manage communications and connectivity between the
            device and database via the Internet, and to develop a customer
            website interface. Research and development costs are expensed as
            incurred.

            Income Taxes

            The income tax benefit is computed on the pretax loss based on the
            current tax law. Deferred income taxes are recognized for the tax
            consequences in future years of differences between the tax basis of
            assets and liabilities and their financial reporting amounts at each
            year-end based on enacted tax laws and statutory tax rates. No
            benefit is reflected for the years ended December 31, 2004 and 2003,
            respectively.

            Advertising

            Costs of advertising and marketing are expensed as incurred.
            Advertising and marketing costs were $21,155 and $5,741 for the
            years ended December 31, 2004 and 2003, respectively.

            Reclassifications

            Certain amounts in the 2003 consolidated financial statements were
            reclassified to conform to the 2004 presentation. The
            reclassifications in 2003 resulted in no changes to the net loss for
            that period.


                                      F11
<PAGE>

                            INFORMEDIX HOLDINGS, INC.
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTNUED)
                           DECEMBER 31, 2004 AND 2003

NOTE 2 -    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

            (Loss) Per Share of Common Stock

            Historical net (loss) per common share is computed using the
            weighted average number of common shares outstanding. Diluted
            earnings per share (EPS) include additional dilution from common
            stock equivalents, such as stock issuable pursuant to the exercise
            of stock options and warrants. Common stock equivalents were not
            included in the computation of diluted earnings per share at
            December 31, 2004 and 2003 when the Company reported a loss because
            to do so would be anti-dilutive. The Company has incurred
            significant losses since its inception to fund its research and
            development of its Med-eMonitor Systems, including the development
            of its intellectual property portfolio; and travel activities and
            attendance at trade shows to create awareness of the product to
            pre-sell the Med-eMonitor.

            The following is a reconciliation of the computation for basic and
            diluted EPS:

<TABLE>
<CAPTION>
                                                            December 31,       December 31,
                                                                2004              2003
                                                            ------------       ------------
<S>                                                         <C>                <C>
            Net Loss                                        ($ 2,274,367)      ($ 1,949,621)
                                                            ------------       ------------

            Weighted-average common shares
              outstanding (Basic)                             22,828,502         12,004,771

            Weighted-average common stock equivalents:

                  Stock options                                       --                 --
                  Warrants                                            --                 --
                                                            ------------       ------------

            Weighted-average common shares
                outstanding (Diluted)                         22,828,502         12,004,771
                                                            ============       ============
</TABLE>

            Fair Value of Financial Instruments

            The carrying amount reported in the consolidated balance sheets for
            cash and cash equivalents, accounts payable and accrued expenses
            approximate fair value because of the immediate or short-term
            maturity of these financial instruments. The carrying amount
            reported for notes payable approximates fair value, because, in
            general, the interest rates on the underlying instruments are fair
            market rates.


                                      F12
<PAGE>

                            INFORMEDIX HOLDINGS, INC.
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTNUED)
                           DECEMBER 31, 2004 AND 2003

NOTE 2 -    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

            Stock-Based Compensation

            Employee stock awards under the Company's compensation plans are
            accounted for in accordance with Accounting Principles Board Opinion
            No. 25 ("APB 25"), "Accounting for Stock Issued to Employees", and
            related interpretations. The Company provides the disclosure
            requirements of Statement of Financial Accounting Standards No. 123,
            "Accounting for Stock-Based Compensation" ("SFAS 123"), and related
            interpretations. Stock-based awards to non-employees are accounted
            for under the provisions of SFAS 123 and the Company has adopted the
            enhanced disclosure provisions of SFAS No. 148 "Accounting for
            Stock-Based Compensation- Transition and Disclosure, an amendment of
            SFAS No. 123".

            The Company measures compensation expense for its employee
            stock-based compensation using the intrinsic-value method. Under the
            intrinsic-value method of accounting for stock-based compensation,
            when the exercise price of options granted to employees is less than
            the estimated fair value of the underlying stock on the date of
            grant, deferred compensation is recognized and is amortized to
            compensation expense over the applicable vesting period. In each of
            the periods presented, the vesting period begins in the period in
            which the options were granted. All options were not expensed to
            compensation in the period they were granted, rather they will be on
            the exercise date.

            The Company measures compensation expense for its non-employee
            stock-based compensation under the Financial Accounting Standards
            Board (FASB) Emerging Issues Task Force (EITF) Issue No. 96-18,
            "Accounting for Equity Instruments that are Issued to Other Than
            Employees for Acquiring, or in Conjunction with Selling, Goods or
            Services". The fair value of the option issued is used to measure
            the transaction, as this is more reliable than the fair value of the
            services received. The fair value is measured at the value of the
            Company's common stock on the date that the commitment for
            performance by the counterparty has been reached or the
            counterparty's performance is complete. The fair value of the equity
            instrument is charged directly to compensation expense and
            additional paid-in capital.

            Inventory

            Inventory consists of Med-eMonitor units that have been developed or
            are in process. The Company values the inventory at the lower of
            cost (first-in, first-out basis) or market. Approximately 100 units
            have been placed in service and have been reclassified to fixed
            assets, as the Company still holds title to all units.


                                      F13
<PAGE>

                            INFORMEDIX HOLDINGS, INC.
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTNUED)
                           DECEMBER 31, 2004 AND 2003

NOTE 2 -    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

            Recent Accounting Pronouncements

            In September 2001, the Financial Accounting Standards Board issued
            Statements of Financial Accounting Standards No. 141, Business
            Combinations, and No. 142, Goodwill and Other Intangible Assets,
            effective for fiscal years beginning after December 15, 2001. Under
            the new rules, the pooling of interests method of accounting for
            business combinations are no longer allowed and goodwill and
            intangible assets deemed to have indefinite lives will no longer be
            amortized but will be subject to annual impairment tests in
            accordance with the Statements. Other intangible assets will
            continue to be amortized over their useful lives. The Company
            adopted these new standards effective January 1, 2002.

            On October 3, 2001, the FASB issued Statement of Financial
            Accounting Standards No. 144, "Accounting for the Impairment or
            Disposal of Long-Lived Assets" ("SFAS 144"), that is applicable to
            financial statements issued for fiscal years beginning after
            December 15, 2001. The FASB's new rules on asset impairment
            supersede SFAS 121, "Accounting for the Impairment of Long-Lived
            Assets and for Long-Lived Assets to Be Disposed Of," and portions of
            Accounting Principles Board Opinion 30, "Reporting the Results of
            Operations." This Standard provides a single accounting model for
            long-lived assets to be disposed of and significantly changes the
            criteria that would have to be met to classify an asset as
            held-for-sale. Classification as held-for-sale is an important
            distinction since such assets are not depreciated and are stated at
            the lower of fair value and carrying amount. This Standard also
            requires expected future operating losses from discontinued
            operations to be displayed in the period (s) in which the losses are
            incurred, rather than as of the measurement date as presently
            required.

            In April 2002, the FASB issued SFAS No. 145, Rescission of FASB
            Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and
            Technical Corrections. This statement rescinds SFAS No. 4, Reporting
            Gains and Losses from Extinguishment of Debt, and an amendment of
            that statement, SFAS No. 44, Accounting for Intangible Assets of
            Motor Carriers, and SFAS No. 64, Extinguishments of Debt Made to
            Satisfy Sinking-Fund Requirements. This statement amends SFAS No.
            13, Accounting for Leases, to eliminate inconsistencies between the
            required accounting for sales-leaseback transactions and the
            required accounting for certain lease modifications that have
            economic effects that are similar to sales-leaseback transactions.


                                      F14
<PAGE>

                            INFORMEDIX HOLDINGS, INC.
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTNUED)
                           DECEMBER 31, 2004 AND 2003

NOTE 2 -    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

            Recent Accounting Pronouncements (Continued)

            Also, this statement amends other existing authoritative
            pronouncements to make various technical corrections, clarify
            meanings, or describe their applicability under changed conditions.
            Provisions of SFAS No. 145 related to the rescissions of SFAS No. 4
            were effective for the Company on November 1, 2002 and provisions
            affecting SFAS No. 13 were effective for transactions occurring
            after May 15, 2002. The adoption of SFAS No. 145 did not have a
            significant impact on the Company's results of operations or
            financial position.

            In June 2003, the FASB issued SFAS No. 146, Accounting for Costs
            Associated with Exit or Disposal Activities. This statement covers
            restructuring type activities beginning with plans initiated after
            December 31, 2002. Activities covered by this standard that are
            entered into after that date will be recorded in accordance with
            provisions of SFAS No. 146. The adoption of SFAS No. 146 did not
            have a significant impact on the Company's results of operations or
            financial position.

            In December 2002, the FASB issued Statement No. 148, "Accounting for
            Stock-Based Compensation-Transition and Disclosure, an amendment of
            FASB Statement No. 123"("SFAS 148"). SFAS 148 amends FASB Statement
            No. 123, "Accounting for Stock-Based Compensation," to provide
            alternative methods of transition for an entity that voluntarily
            changes to the fair value based method of accounting for stock-based
            employee compensation. It also amends the disclosure provisions of
            that Statement to require prominent disclosure about the effects on
            reported net income of an entity's accounting policy decisions with
            respect to stock-based employee compensation. Finally, this
            Statement amends Accounting Principles Board ("APB") Opinion No. 28,
            "Interim Financial Reporting", to require disclosure about those
            effects in interim financial information. SFAS 148 is effective for
            financial statements for fiscal years ending after December 15,
            2002. The Company will continue to account for stock-based employee
            compensation using the intrinsic value method of APB Opinion No. 25,
            "Accounting for Stock Issued to Employees," but has adopted the
            enhanced disclosure requirements of SFAS 148.


                                      F15
<PAGE>

                            INFORMEDIX HOLDINGS, INC.
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTNUED)
                           DECEMBER 31, 2004 AND 2003

NOTE 2 -    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

            Recent Accounting Pronouncements (Continued)

            In April 2003, the FASB issued SFAS Statement No. 149, "Amendment of
            Statement 133 on Derivative Instruments and Hedging Activities",
            which amends and clarifies financial accounting and reporting for
            derivative instruments, including certain derivative instruments
            embedded in other contracts (collectively referred to as
            derivatives) and for hedging activities under FASB Statement No.
            133, Accounting for Derivative Instruments and Hedging Activities.
            This Statement is effective for contracts entered into or modified
            after June 30, 2003, except for certain hedging relationships
            designated after June 30, 2003. Most provisions of this Statement
            should be applied prospectively. The adoption of this statement did
            not have a significant impact on the Company's results of operations
            or financial position.

            In May 2003, the FASB issued SFAS Statement No. 150, "Accounting for
            Certain Financial Instruments with Characteristics of both
            Liabilities and Equity". This Statement establishes standards for
            how an issuer classifies and measures certain financial instruments
            with characteristics of both liabilities and equity. It requires
            that an issuer classify a financial instrument that is within its
            scope as a liability (or an asset in some circumstances). This
            statement is effective for financial instruments entered into or
            modified after May 31, 2003, and otherwise is effective at the
            beginning of the first interim period beginning after June 15, 2003,
            except for mandatory redeemable financial instruments of nonpublic
            entities, if applicable. It is to be implemented by reporting the
            cumulative effect of a change in an accounting principle for
            financial instruments created before the issuance date of the
            Statement and still existing at the beginning of the interim period
            of adoption. The adoption of this statement did not have a
            significant impact on the Company's results of operations or
            financial position.


                                      F16
<PAGE>

                            INFORMEDIX HOLDINGS, INC.
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTNUED)
                           DECEMBER 31, 2004 AND 2003

NOTE 2 -    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

            Recent Accounting Pronouncements (Continued)

            In November 2002, the FASB issued Interpretation No. 45 ("FIN 45"),
            Guarantor's Accounting and Disclosure Requirements for Guarantees,
            Including Indirect Guarantees of Indebtedness of Others. FIN 45
            requires a company, at the time it issues a guarantee, to recognize
            an initial liability for the fair value of obligations assumed under
            the guarantees and elaborates on existing disclosure requirements
            related to guarantees and warranties. The recognition requirements
            are effective for guarantees issued or modified after December 31,
            2002 for initial recognition and initial measurement provisions. The
            adoption of FIN 45 did not have a significant impact on the
            Company's results of operations or financial position.

            In January 2003, the FASB issued FASB Interpretation No. 46 ("FIN
            46"), Consolidation of Variable Interest Entities, an Interpretation
            of ARB No. 51. FIN 46 requires certain variable interest entities to
            be consolidated by the primary beneficiary of the entity if the
            equity investors in the entity do not have the characteristics of a
            controlling financial interest or do not have sufficient equity at
            risk for the entity to finance its activities without additional
            subordinated financial support from other parties. FIN 46 is
            effective for all new variable interest entities created or acquired
            after January 31, 2003. For variable interest entities created or
            acquired prior to February 1, 2003, the provisions of FIN 46 must be
            applied for the first interim or annual period beginning after June
            15, 2003. The adoption of FIN 46 did not have a significant impact
            on the Company' results of operations or financial position.

NOTE 3-     FIXED ASSETS

            Fixed assets consist of the following at December 31, 2004 and 2003:

                                                      2004           2003
                                                    --------      --------
            Office and manufacturing equipment      $ 38,457      $ 33,398
            Med-eMonitor Units                        41,280            -0-
            Computer equipment and software           97,830        43,931
            Equipment under capital leases            45,622        45,622
                                                    --------      --------
                                                     223,189       122,951
            Less:  accumulated depreciation          120,700       104,268
                                                    --------      --------
            Net book value                          $102,489      $ 18,683
                                                    ========      ========


                                      F17
<PAGE>

                            INFORMEDIX HOLDINGS, INC.
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTNUED)
                           DECEMBER 31, 2004 AND 2003

NOTE 3-     FIXED ASSETS (CONTINUED)

            Depreciation expense for the years ended December 31, 2004 and 2003
            was $16,433 and $30,307, respectively. Included in that amount are
            $9,609 and $19,008 of amortization expense of equipment under
            capital leases for the years ended December 31, 2004 and 2003,
            respectively.

NOTE 4-     NOTE PAYABLE - BANK

            The Company entered into a promissory note dated July 6, 1998,
            modified February 6, 2000 with United Bank. Principal and interest
            were due in 36 payments from March 6, 2000 to February 6, 2003 at an
            annual interest rate of prime plus one percent. The Company
            commenced payments on March 6, 2000 through May 6, 2001. At that
            time, this note was refinanced, and the Company was advanced amounts
            to bring the balance back to its original amount of $297,500. This
            promissory note was again amended in January 2002, effective
            December 2001, whereby the Company was provided an extension through
            June 30, 2002 on its payments. Interest payments due were paid
            currently. The Company commenced repayment of the principal balance
            on the loan on August 2, 2002. The Company paid off this loan in
            August 2004.

            The note was personally guaranteed and partially collateralized by
            certain officers and founders of the Company. For signing personally
            on the note, the officers were issued shares of stock.

            Interest expense pertaining to this note was $3,424 and $18,561 for
            the years ended December 31, 2004 and 2003, respectively.

NOTE 5-     NOTES PAYABLE - OTHER

            In August 2002, the Company entered into a Promissory Note with its
            CEO in the amount of $25,000. The Promissory Note was bearing
            interest at a rate of 12% annually, and was mandatorily convertible
            into shares of the common stock of the Company when it merged into a
            public company. All accrued interest together with this note was
            converted into stock at the time of the merger.


                                      F18
<PAGE>

                            INFORMEDIX HOLDINGS, INC.
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTNUED)
                           DECEMBER 31, 2004 AND 2003

NOTE 5-     NOTES PAYABLE - OTHER (CONTINUED)

            In August 2002, the Company entered into a Promissory Note with its
            Investment Banker, Rockwell Capital Partners LLC, in the amount of
            $50,000. The Promissory Note bore interest at a rate of 12%
            annually, and was mandatorily convertible into shares of the common
            stock of the Company when it merged into a public company.
            Additionally, Rockwell, on the Company's behalf, funded $100,000 to
            an investor relations firm as a prepayment for investor relation
            services, which was written off in 2003, as this company never
            provided services for the Company and was reported as defunct.

            On August 14, 2002, the $50,000 Rockwell note was converted upon the
            issuance of 2,350,000 shares of Acquisition Corp. The stock was
            issued at just above par value, and was issued as founders' stock.
            The $100,000 and all accrued interest, was converted into stock at
            the time of the merger.

            In August 2002, the Company, entered into a Promissory Note with
            American United Global, Inc. ("AUGI") in the amount of $100,000. The
            Promissory Note bore interest at a rate of 12% annually, and was
            mandatory convertible into shares of the common stock of the Company
            when it merged into a public company. All accrued interest along
            with the note was converted into stock at the time of the merger.

            Upon the issuances of the promissory notes with Rockwell, the
            Company entered into an Intellectual Property Security Agreement as
            collateral for the amounts advanced. The other promissory note
            holders, the InforMedix CEO and AUGI shared in the same rights as
            Rockwell under that agreement. Once these Notes were converted into
            equity, the Intellectual Property Security Agreement was terminated.

            On November 5, 2002, the Company entered into a Security and Loan
            Agreement with Private Equity Investors, LLC ("PIE") in the amount
            of $350,000. The purpose of this transaction was to fund the Company
            for the scalable manufacturing of its products, and provide funds
            for expansion of the marketing and sales of their Med-e Monitor
            product line. This note was repaid in April 2003.

            On February 1, 2003, June 12, 2003, and July 24, 2003, the Company
            entered into various short-term notes payable for amounts ranging
            between $4,000 and $20,000 for a total of $104,400 all due and
            payable at interest rates ranging from 8% to12% in December 2003
            through January 2004. Of these amounts due, $84,400 plus accrued
            interest was converted into equity. The remaining $20,000 was repaid
            as of September 30, 2004.


                                      F19
<PAGE>

                            INFORMEDIX HOLDINGS, INC.
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTNUED)
                           DECEMBER 31, 2004 AND 2003

NOTE 5-     NOTES PAYABLE - OTHER (CONTINUED)

            The Company entered into a promissory note agreement in the amount
            of $750,000 on April 11, 2003, collateralized by a perfected first
            lien on the Company's intellectual property in the event of default.
            Proceeds of this note were used to repay the PIE debt and some other
            existing debt as well as fees and related costs to complete the
            merger. Interest was being accrued at a rate of 12% per annum, and
            the note had provisions for the issuance of 800,000 stock warrants,
            which had not been exercised as of December 31, 2003. On October 16,
            2003, the holder of this $750,000 promissory note signed an
            agreement whereby, should the Company be successful in raising at
            least $2 million in its private placement of equity securities,
            $375,000 plus interest would be repaid to this lender, and $375,000
            would be converted into equity under the same terms and conditions
            as the private placement offering. The Company in its second phase
            of equity financing on December 19, 2003, eclipsed the $2 million
            dollar plateau. This loan was collateralized by a first lien on the
            Company's patents. As part of the agreement, the lender was issued
            800,000 warrants exercisable at $3.00 per share for a five-year
            period. The Company and the lender agreed to restructure the loan
            and those 800,000 warrants were replaced by warrants to purchase
            250,000 shares of common stock exercisable at $1.50 per share. Upon
            the closing of the 2nd phase of equity financing, the lender was
            repaid $375,000 plus all accrued and unpaid interest and the
            remaining $375,000 was converted into $375,000 of units as part of
            the equity financing. When the loan was repaid, the loan agreement
            and related security interest was terminated. The lender also
            received warrants to purchase 150,000 shares of common stock at $.60
            per share in consideration of a November 2003 bridge loan in the
            aggregate amount of $120,000.

            The Company entered into six promissory notes dated August 31, 2003
            and September 10, 2003 with individuals obtained through the
            Company's investment banker Meyers Associates, L.P. These
            individuals loaned $400,000 collectively to the Company in notes
            that were to mature on August 31, 2004. The notes accrued interest
            at a rate of 10% annually. These amounts funded were part of the
            financing that Meyers Associates, L.P. raised for the Company. Of
            the $400,000 loaned to InforMedix, the Company repaid $100,000 and
            converted into equity the remaining $300,000 of notes payable in the
            first phase of equity financing completed on December 2, 2003.


                                      F20
<PAGE>

                            INFORMEDIX HOLDINGS, INC.
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTNUED)
                           DECEMBER 31, 2004 AND 2003

NOTE 6-     OBLIGATIONS UNDER CAPITAL LEASE

            The Company is the lessee of computer and other equipment under
            capital leases. These leases are personally guaranteed by one of the
            shareholders of InforMedix, for which he previously received shares
            of stock. The Company had not made any payments on these leases in
            2004. As part of an agreement for receiving shares of common stock,
            a shareholder has assumed this liability, and is currently making
            all the payments on the lease agreements, and they are current in
            the payment schedule.

NOTE 7-     OPERATING LEASE

            During 2000, the Company entered into a lease for office space
            commencing February 1, 2000 through January 31, 2002 including
            escalation of payments. After January 31, 2002, the Company was on a
            month-to-month lease at its offices. On lease inception, the Company
            issued 500 shares of common stock to the lessor that has been valued
            at the fair market value of $20 per share resulting in a charge to
            operations of $10,000. Effective March 2003, the landlord sold the
            building the Company is located in and, at that time, the Company
            signed a one year lease agreement for $2,294 per month. The Company
            extended this lease in March 2004 for another year for $2,408 per
            month. The Company is currently negotiating terms for the new lease
            to be effective March 1, 2005.

NOTE 8-     PROVISION FOR INCOME TAXES

            Deferred income taxes are determined using the liability method for
            the temporary differences between the financial reporting basis and
            income tax basis of the Company's assets and liabilities. Deferred
            income taxes are measured based on the tax rates expected to be in
            effect when the temporary differences are included in the Company's
            consolidated tax return. Deferred tax assets and liabilities are
            recognized based on anticipated future tax consequences attributable
            to differences between financial statement carrying amounts of
            assets and liabilities and their respective tax bases.

            At December 31, 2004, deferred tax assets consist of the following:

            Deferred tax assets             $ 5,357,460
            Less:  valuation allowance       (5,357,460)
                                            -----------

            Net deferred tax assets         $        -0-
                                            ===========


                                      F21
<PAGE>

                            INFORMEDIX HOLDINGS, INC.
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTNUED)
                           DECEMBER 31, 2004 AND 2003

NOTE 8-     PROVISION FOR INCOME TAXES (CONTINUED)

            At December 31, 2004, the Company had accumulated deficits in the
            approximate amount of $16,234,729 available to offset future taxable
            income through 2023. The Company established valuation allowances
            equal to the full amount of the deferred tax assets due to the
            uncertainty of the utilization of the operating losses in future
            periods.

NOTE 9-     EQUITY FINANCING

            The Company issued a private placement memorandum ("PPM1") on
            October 20, 2003 for a maximum $5,000,000 raise consisting of units
            costing $50,000 each (100 units). The Company through its placement
            agent, Meyers Associates, L.P. was successful in completing the full
            subscription amount of $5,000,000.

            For an investment in the Company, the investor received common
            shares of the Company at $.37 per share, Class A Warrants
            exercisable into one share of common stock at an exercise price of
            $.44 per share, and Class B Warrants exercisable into one-half share
            of common stock at an exercise price of $.28 per share. For each
            $50,000 investment, the investor received 135,136 shares of common
            stock, 135,136 Class A Warrants and 135,136 Class B Warrants.

            As of March 4, 2004, the Company received $5,000,000 in gross
            proceeds in four separate closings. The equity was used by the
            Company to fund additional product development and commence the
            national sales and marketing of the Med-eMonitor System.

            The Company issued a second private placement memorandum ("PPM2") on
            December 22, 2004 for a maximum $1,000,000 raise consisting of
            shares of common stock in exchange for cash and the surrender of
            warrants. The offering was limited to existing warrant holders that
            had received warrants pursuant to PPM1. Pursuant to PPM2, warrant
            holders were offered 122,727 shares of common stock in exchange for
            each exchange unit comprised of $10,000 cash, 135,136 A warrants,
            and 135,136 B warrants.

            On December 30, 2004, the Company completed its first closing
            whereby the Company issued 1,239,542 shares of common stock in
            exchange for $101,000 cash, 1,364,874 Class A Warrants, and
            1,364,874 Class B Warrants.

NOTE 10-    STOCKHOLDERS' (DEFICIT)

            Common Stock

            As of December 31, 2004, the Company has 80,000,000 shares of common
            stock authorized and 25,032,136 shares issued and outstanding.


                                      F22
<PAGE>

                            INFORMEDIX HOLDINGS, INC.
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTNUED)
                           DECEMBER 31, 2004 AND 2003

NOTE 10-    STOCKHOLDERS' (DEFICIT) (CONTINUED)

            Common Stock (Continued)

            Upon the merger into Hunapu on May 8, 2003, the Company had
            20,000,000 shares of common stock authorized. Prior to the merger of
            Hunapu and the Company, there were 7,250,000 shares issued and
            outstanding in Hunapu. Pursuant to the terms of the merger
            agreement, 5,545,000 shares issued to the Company's former chief
            executive officer were then cancelled and 7,451,000 Hunapu shares
            were issued to former shareholders of InforMedix Acquisition Corp.
            The Company then issued 9,596 additional shares for accrued interest
            on notes payable. This brought the total issued and outstanding
            shares to 9,165,596 shares after giving effect to the reverse
            1-for-2 stock split effective June 30, 2003.

            As discussed in Note 9, the Company had raised a total of $5,000,000
            through March 4, 2004 pursuant to PPM1. For the amounts raised, the
            Company issued 13,513,596 shares of common stock plus Class A and
            Class B warrants.

            On January 21, 2004, the Company's board of directors approved a
            resolution to increase the number of authorized common shares from
            20,000,000 to 80,000,000 effective as of March 3, 2004.

            During the quarter ended March 31, 2004, the Company issued
            6,468,023 shares of stock. Of this amount, 6,093,412 shares were
            issued in the Company's equity raise pursuant to PPM1, and 344,611
            shares for professional services rendered by various independent
            consultants to the Company.

            During the quarter ended June 30, 2004, the Company issued 494,133
            shares of common stock for professional services rendered by various
            independent consultants to the Company.

            During the quarter ended September 30, 2004, the Company issued
            274,657 shares of common stock for cash and professional services
            rendered by various independent consultants to the Company.


                                      F23
<PAGE>

                            INFORMEDIX HOLDINGS, INC.
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTNUED)
                           DECEMBER 31, 2004 AND 2003

NOTE 10-    STOCKHOLDERS' (DEFICIT) (CONTINUED)

            Common Stock (Continued)

            During the quarter ended December 31, 2004, the Company issued
            1,239,542 shares of common stock in exchange for $101,000 in cash,
            1,364,974 Class A Warrants, and 1,364,874 Class B warrants to
            purchase 682,437 shares of common stock pursuant to PPM2. In
            addition, $28,560 of capital leases payable were converted to equity
            for shares issued during the year.

            Preferred Stock

            InforMedix Holdings, Inc. also has authorized 4,500,000 shares of
            preferred stock, which may be issued from time to time by the Board
            of Directors without further shareholder approval. There have been
            no shares of preferred stock issued by the Company as of December
            31, 2004.

            Stock Option Plan and Warrants

            In April 2003, upon the merger transaction, the Company's Board of
            Directors approved the former Hunapu Inc. 2003 Stock Incentive Plan
            (the "2003 Plan"). The Plan has 1,250,000 shares of common stock
            available for issuance. Awards will be based on performance criteria
            approved by the Company's compensation committee. All of these
            options were granted to employees, officers and key members of the
            management team of the Company and vest over a three year period
            based on criteria established by the Compensation Committee of the
            Board.

            In January 2004, the Company's Board of Directors granted certain
            employees, officers and key members of the management team of the
            Company an aggregate of 660,640 stock options as compensation for
            services performed during the year ended 2003 in lieu of cash
            compensation that was not paid.

            In September 2004, the Company's Board of Directors adopted the
            InforMedix Holdings, Inc. 2004 Stock Incentive Plan (the "2004
            Plan"). The Plan has 4,200,000 shares of common stock available for
            issuance. Awards will be based on performance criteria approved by
            the Company's Compensation Committee. As of December 31, 2004, the
            Company awarded 3,182,109 options to employees, officers and key
            members of the management team of the Company. The granted options
            are scheduled to vest over a period of four years based on criteria
            established by the Compensation Committee.


                                      F24
<PAGE>

                            INFORMEDIX HOLDINGS, INC.
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTNUED)
                           DECEMBER 31, 2004 AND 2003

NOTE 10-    STOCKHOLDERS' (DEFICIT) (CONTINUED)

            Stock Option Plan and Warrants (Continued)

            Under the Black-Scholes option pricing model, the total value of the
            stock options granted in 2004 and 2003 is charged to operations as
            these options are fully vested. SFAS No. 123, "Accounting for
            Stock-Based Compensation", encourages adoption of a fair-value-based
            method for valuing the cost of stock-based compensation. However, it
            allows companies to continue to use the intrinsic-value method for
            options granted to employees and disclose pro forma net loss. The
            following tables summarizes the activity of the Company's aggregate
            stock option plans:

                                                           Year Ended
                                                        December 31, 2004
                                                  -----------------------------
                                                                       Weighted-
                                                                         average
                                                   Number of          exercise
                                                    Options            price
                                                  -----------       -----------
            Outstanding - beginning of period
              (vesting over 3 years)              $   862,500       $      1.00
            Granted below fair value                        0               .00
            Granted at fair value (vesting
              over 4 years)                         4,230,249               .38
            Converted                                       0                 0
            Cancelled                                      (0)               (0)
                                                  -----------       -----------

            Outstanding - end of period           $ 5,092,749       $       .49
                                                  ===========       ===========

            Exercisable at end of period:           1,302,640       $       .92
                                                  ===========       ===========


                                                           Year Ended
                                                        December 31, 2003
                                                  -----------------------------
                                                                       Weighted-
                                                                         average
                                                   Number of          exercise
                                                    Options            Price
                                                  -----------       -----------
            Outstanding - beginning of period     $         0       $         0
            Granted below fair value                        0                 0
            Granted at fair value (vesting
              over 3 years)                           862,500              1.00
            Converted                                       0                 0
            Cancelled                                      --                --
                                                  -----------       -----------

            Outstanding - end of period           $   862,500       $      1.00
                                                  ===========       ===========

            Exercisable at end of period:             387,500              1.00
                                                  ===========       ===========


                                      F25
<PAGE>

                            INFORMEDIX HOLDINGS, INC.
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTNUED)
                           DECEMBER 31, 2004 AND 2003

NOTE 10-    STOCKHOLDERS' (DEFICIT) (CONTINUED)

            Stock Option Plan and Warrants (Continued)

            For disclosure purposes, the fair value of each stock option granted
            is estimated on the date of grant using the Black-Scholes
            option-pricing model, which approximates fair value, with the
            following weighted-average assumptions used for stock options
            granted; no annual dividends, volatility of 80%, risk-free interest
            rate of 3%, and expected life of 3.5 years.

            If compensation expense for the Company's stock-based compensation
            plans had been determined consistent with SFAS 123, the Company's
            net income and net income per share including pro forma results
            would have been the amounts indicated below:

<TABLE>
<CAPTION>
                                                                     Year Ended December 31,
                                                                -------------------------------
                                                                     2004              2003
                                                                -------------     -------------
<S>                                                               <C>               <C>
            Net loss:
              As reported                                         ($2,274,367)      ($1,949,621)
              Total stock-based employee compensation
                 expense determined under fair value based
                 method for all awards, net of related
                 tax effects                                         (179,858)         (280,312)
                                                                -------------     -------------
               Pro forma                                          ($2,454,225)       ($2,229,33)
            Net loss per share:
               As reported:
                  Basic                                                ($0.16)           ($0.16)
                  Diluted                                              ($0.16)           ($0.16)
               Pro forma:
                  Basic                                                ($0.18)           ($0.18)
                  Diluted                                              ($0.18)           ($0.18)
</TABLE>

            The Company has issued 16,931,646 and 17,715,980 stock warrants
            during the years ended December 31, 2004 and 2003. These warrants
            were issued in connection with the equity financing, and various
            notes that the Company entered into a total of 2,729,748 warrants
            were exchanged in 2004. None of the warrants have been exercised as
            of December 31, 2004 and 2003.

            The fair value of these warrants was estimated using the
            Black-Scholes pricing model with the following assumptions: interest
            rate 3%, dividend yield 0%, volatility 80% and expected life of five
            years.


                                      F26
<PAGE>

                            INFORMEDIX HOLDINGS, INC.
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTNUED)
                           DECEMBER 31, 2004 AND 2003

NOTE 10-    STOCKHOLDERS' (DEFICIT) (CONTINUED)

            Stock Option Plan and Warrants (Continued)

            The Company has the following warrants exercisable for the purchase
            of its common stock:

                                                           Year Ended
            Exercise                                      December 31,
                                                          ------------
             Price    Expiration Date                  2004           2003
             -----    ---------------               ----------     ----------
            $2.50     February, 2006                   400,000        400,000
            $0.37     December, 2008                 1,040,000      1,040,000
            $0.44     December, 2008                19,031,937      9,772,319
            $0.56     December, 2008                 9,515,971      4,886,161
            $0.44     December, 2008                   224,383             -0-
            $0.56     December, 2008                   112,192             -0-
             $.60     November, 2007                   575,000             -0-
            $3.00     November, 2007                   627,500     1,005,000
            $2.00     August, 2008                      25,000         25,000
             $.50     August, 2008                      50,000         50,000
            $3.00     August, 2008                     137,500        137,500
            $1.50     October, 2008                    166,667        250,000
             $.60     October, 2008                     83,333             -0-
             $.60     November, 2008                   150,000        150,000
                                                    ----------     ----------
                                                    32,139,483     17,715,980
                                                     ==========     ==========
                   Weighted average exercise price     $0.57          $0.70
                                                       =====          =====

            Mandatory Redeemable Common Stock

            On August 20, 1999, a Stock Purchase Agreement with Advantor was
            signed providing for the issuance of 15,000 shares of common stock
            to Advantor for cash, research and development and manufacturing
            services. On August 23, 1999, in accordance with the agreement
            Advantor purchased 5,000 shares of common stock at fair value for
            cash of $100,000.

            The remaining 10,000 shares were to be issued in blocks of 2,000
            shares for every 100 inventory units produced by Advantor. In the
            event that the Company was not publicly traded by December 31, 2004,
            the Company was obligated upon written notice by Advantor, to
            repurchase any stock issued of the 15,000 shares at the highest
            price the Company had sold any of its stock within 12 months of
            Advantor's notice to repurchase.

            Through August 7, 2002, 86 Med-eMonitor units had been completed and
            no additional shares had been granted. To recognize the 86 units
            produced, the fair value of $34,400 has been credited to accounts
            payable with the offsetting entry to cost of sales.


                                      F27
<PAGE>

                            INFORMEDIX HOLDINGS, INC.
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTNUED)
                           DECEMBER 31, 2004 AND 2003

NOTE 10-    STOCKHOLDERS' (DEFICIT) (CONTINUED)

            Upon the merger, and the Company becoming publicly traded, the
            mandatorily redeemable common stock was converted into common stock
            and as per the agreement none of the 5,000 issued shares will need
            to be repurchased by the Company.

            On November 3, 2003, Advantor agreed in writing to convert all of
            its remaining outstanding payables into InforMedix common stock, and
            released the Company from any further liabilities. The conversion
            value of these shares was reflected in the liability for stock to be
            issued. The stock was issued in 2004.

NOTE 11-    COMMITMENTS AND CONTINGENCIES

            Employment Agreements

            The Company has entered into employment agreements with key members
            of management and some officers. Most of these employment agreements
            are for a period of three years. Compensation earned by these
            employees has been properly reflected in compensation expense for
            the years ended December 31, 2004 and 2003, respectively.
            Historically, the Company has been unable to pay management
            compensation in the form of cash, and has issued stock options in
            lieu of cash for a portion of the services rendered.

            Consulting Agreements

            The Company had entered into a consulting agreement with Warren &
            Lewis Investment Corporation for business development services
            whereby the consulting firm's compensation was accrued by the
            Company and the Consultant would be compensated when the Company
            raised $2,000,000 in a capital transaction. In December 2003, the
            Company, closed on two separate financings, and eclipsed the
            $2,000,000 goal.

            The Company on August 14, 2003 entered into a consulting agreement
            with Meyers Associates, L.P. for a term of three years. Meyers
            Associates, L.P. will provide services related to corporate finance
            and other financial service matters. For these services, Meyers
            Associates, L.P. is currently paid $7,500 per month.

            The Company is party to other consulting agreements with various
            third parties for sales consulting, strategic consulting, hardware
            and software development, and the manufacture of Med-eMonitor
            devices.


                                      F28
<PAGE>

                            INFORMEDIX HOLDINGS, INC.
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTNUED)
                           DECEMBER 31, 2004 AND 2003

NOTE 12-    GOING CONCERN

            As shown in the accompanying consolidated financial statements, as
            is typical of companies going through early-stage development of
            intellectual property, and products and services, the Company
            incurred net losses for the years ended December 31, 2004 and 2003.
            The Company recently emerged from the development stage and is now
            an operating company, and there is no guarantee whether the Company
            will be able to generate enough revenue and/or raise sufficient
            capital to support current operations and expand sales. This raises
            substantial doubt about the Company's ability to continue as a going
            concern.

            Management believes that the Company's capital requirements will
            depend on many factors, including the success of the Company's sales
            efforts. During 2003 the Company retained an investment banker,
            Meyers Associates, L.P. ("Meyers"), to assist the Company in raising
            capital. Meyers raised a total of $5,000,000 through March 4, 2004.

            In December 2004, the Company retained Meyers as financial
            advisor/consultant in connection with the Company's private
            placement warrant exchange agreement (PPM2) to raise an additional
            $1,000,000. As of December 31, 2004, the Company raised $101,000
            pursuant to this offering. The proceeds of this raise have been used
            for working capital purposes to accelerate the Company's sales and
            marketing, business development, and other corporate activities.

            The private placement of units pursuant to PPM1 consisted of the
            sale of 100 units at $50,000 per unit. Each unit consisted of
            135,136 shares of common stock, 135,136 A Warrants to purchase one
            share of Common Stock each, and one 135,136 B Warrants to purchase
            one-half share of Common Stock.

            The private placement of shares to warrant holders from the first
            offering pursuant to PPM2 consisted of the sale of 122,727 shares of
            Common Stock in exchange for $10,000 cash, and the surrender of
            135,136 Class A warrants and 135,136 Class B warrants acquired in
            the first offering. The Company will raise $1,000,000 cash if 100%
            of the warrant holders participate in the offering.


                                      F29
<PAGE>

                            INFORMEDIX HOLDINGS, INC.
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTNUED)
                           DECEMBER 31, 2004 AND 2003

NOTE 12-    GOING CONCERN (CONTINUED)

            The Company entered into the merger with Hunapu and became publicly
            traded anticipating that this would enable the Company to secure
            equity financing and allow the Company to continue the production
            process relating to its Med-eMonitor System, and develop sales and
            marketing activities. Management has also stepped up the research
            and development efforts relating to the clinical drug trial and
            disease management needs for the Med-e Monitor product and generated
            sales in 2004.

            With the completion of the private placement of $5,000,000, the
            Company has intensified its efforts in the development and
            production of its product. Additionally, with the increased cash
            flow from operations, the Company believes that it will not rely as
            heavily upon the issuance of common stock as consideration for
            compensation and services rendered. In the past few years, the stock
            issuances for services and compensation had contributed to the large
            deficits.

            On October 4, 2004, the Company entered into a strategic alliance
            with McKesson BioServices to jointly market, sell and distribute a
            combined technology platform which integrates the Company's services
            and technology with McKesson's expertise in specialty clinical trial
            material packaging and medication distribution systems. The alliance
            offers a turnkey patient compliance and medication-dispensing
            solution for use in clinical trials. McKesson BioServices is a
            wholly-owned division of McKesson Corporation.

            As of December 31, 2004, a number of pharmaceutical / healthcare
            companies have accepted delivery of production quality Med-eMonitor
            devices on a pilot test basis to be evaluated for use in clinical
            drug trial and disease management applications. The consolidated
            financial statements do not include any adjustments that might
            result from the outcome of these uncertainties.

NOTE 13-    PATENTS

                  The Company has been successful in securing 15 issued U.S. and
                  Foreign patents pertaining to devices and methods to prompt
                  and record patient information, including the Med-eMonitor
                  System. The Company believes, as a result of an independent
                  valuation of its patents, that it owns the "pioneer" patent
                  portfolio in medication compliance and patient monitoring, as
                  its patents have been cited as prior art in over 154 issued
                  patents. In addition, there are 14 pending U.S. and Foreign
                  patents. The cost in obtaining these patents has been expensed
                  as a research and development expense by the Company in the
                  year that the costs pertained to in accordance with SOP 98-1.


                                      F30
<PAGE>

                            INFORMEDIX HOLDINGS, INC.
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTNUED)
                           DECEMBER 31, 2004 AND 2003

NOTE 14-    SUBSEQUENT EVENTS

            On January 21, 2005, the Company completed the second closing
            pursuant to PPM2 whereby the Company issued 3,111,129 shares of
            common stock in exchange for $253,500 cash, 3,425,698 Class A
            Warrants, and 3,425,698 Class B Warrants.

            On February 17, 2005, the Company completed the third closing
            pursuant to PPM2 whereby the Company issued 3,632,474 shares of
            common stock in exchange for $296,000 cash, 4,000,026 Class A
            Warrants, and 4,000,026 Class B Warrants.

            On March 8, 2005, the Company completed the fourth and final closing
            pursuant to PPM2 whereby the Company issued 987,952 shares of common
            stock in exchange for $80,500 cash, 1,087,845 Class A Warrants, and
            1,087,845 Class B Warrants. Meyers was paid an aggregate of $95,030
            in consulting fees in connection with the financing pursuant to
            PPM2.

            On March 7, 2005, two of the Company's Board Members received an
            aggregate of 84,314 shares of common stock in exchange for $6,870
            cash, 92,838 Class A warrants, and 92,838 B Warrants on the same
            terms as other investors participating in the exchange offering
            pursuant to PPM2.

            On February 16, 2005, The Company issued a third private placement
            memorandum (PPM3) offering its investment banker and its assignees
            an opportunity to exchange placement agent warrants received as
            compensation for services pursuant to PPM1 for Common Stock in the
            Company. Pursuant to PPM3, holders of placement agent warrants can
            exchange them for shares of Common Stock at an aggregate exchange
            rate of 45% if the holder exchanges all placement agent warrants
            held. The exchange rate of 45% was determined based on the relative
            fair market values of the shares issued and the warrants surrendered
            using the Black Scholes method for valuing derivative securities.

            On February 28, 2005, the Company completed the first and final
            closing pursuant to PPM3 whereby 99.6% of the outstanding Placement
            Agent warrant holders participated in the exchange. The Company
            issued 4,542,199 shares of common stock in exchange for 4,037,510
            Placement Agent options, 4,037,510 Class A Warrants, and 4,037,510
            Class B Warrants. There was no placement agent fee in connection
            with the financing.


                                      F31
<PAGE>

                            INFORMEDIX HOLDINGS, INC.
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTNUED)
                           DECEMBER 31, 2004 AND 2003

NOTE 14-    SUBSEQUENT EVENTS (CONTINUED)

            On January 24, 2005, the Company adopted the InforMedix Holdings,
            Inc. 2005 Board of Directors Stock Option Plan (the "2005 Plan").
            The Plan has 2,000,000 shares of common stock available for issuance
            to members of the Board of Directors. Awards will be based on
            performance criteria approved by the Company's compensation
            committee. On January 24, 2005, the Company awarded 1,350,000
            options to members of the Board of Directors pursuant to the 2005
            Plan. The 2005 Plan is subject to the approval of the stockholders.
            These options are scheduled to vest over a period of three years.

            On January 24, 2005, the Company awarded 715,000 options under the
            2004 Plan to employees, officers and key members of the management
            team of the Company net of 200,000 options surrendered. These
            options are scheduled to vest over a period of four years based upon
            criteria established by the Compensation Committee of the Board of
            Directors.


                                      F32
<PAGE>

                                   SIGNATURES

      In accordance with the Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                      INFORMEDIX HOLDINGS, INC.


Date: March 31, 2005                        By: /s/ Bruce A. Kehr
      ------------------------------            --------------------------------
                                            Bruce A. Kehr
                                            Chief Executive Officer


Date: March 31, 2005                        By: /s/ Arthur T. Healey
      ------------------------------            --------------------------------
                                            Arthur T. Healey
                                            Chief Financial Officer

      In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the registrant and in the capacities and on
the dates indicated.

                            Chairman of the Board and
/s/ Bruce A. Kehr           Chief Executive Officer
------------------------       (Principal Executive        March 31, 2005
       Bruce A. Kehr                 Officer)


/s/ Arthur T. Healey        Chief Financial Officer
------------------------       and General Counsel
    Arthur T. Healey           (Principal Financial        March 31, 2005
                                     Officer)


/s/ Rhonda B. Friedman
------------------------             Director              April 1, 2005
Rhonda B. Friedman, Sc.D


/s/ Harris Kaplan
------------------------             Director              March 31, 2005
      Harris Kaplan


/s/ Phillip Gross
------------------------             Director              March 31, 2005
    Phillip Gross


/s/ Robert Rubin
------------------------             Director              March 31, 2005
     Robert Rubin



------------------------             Director
   Douglas G. Watson


                                      -46-
<PAGE>

                            INFORMEDIX HOLDINGS, INC.

                      Annual Report on Form 10-KSB for the
                          Year Ended December 31, 2004

                                  EXHIBIT INDEX

EXHIBIT NO. DESCRIPTION
----------- --------------------------------------------------------------------
  31.1      Certification of the Chief Executive Officer required by Rule
            13a-14(a) or Rule 15d-14(a)
  31.2      Certification of the Chief Financial Officer required by Rule
            13a-14(a) or Rule 15d-14(a)
  32.1      Certification of the Chief Executive Officer required by Rule
            13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350
  32.2      Certification of the Chief Financial Officer required by Rule
            13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350



                                      F34