UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-KSB


(Mark
One)





x
    ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934





For the
fiscal year ended December 31, 2004





OR





o
    TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934





For
      the transition period from _________________ to
      _________________





Commission
file number: 333-46828





MEDEOREX, INC.(Name
      of small business issuer in its charter)
  New
      York
    
    13-3526402(State
      or other jurisdiction of
      incorporation
      or organization)
    
    (I.R.S.
      Employer Identification No.)825
      Third Avenue, 40thFloor
    
    10022New
      York, New York
      (Address
      of principal executive offices)
    
    (Zip
      Code)





Registrant’s
telephone number, including area code: (212)
838-2585





Securities
registered under Section 12(b) of the Exchange Act: None


Securities
registered under Section 12(g) of the Exchange Act: None




Indicate
by check mark whether the registrant (1) has
filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 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 the past 90 days. Yes oNo x





Check if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B 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 Form10-KSB or any
amendment to this Form 10-KSB. x





The
issuer is a development stage company and had no revenues for its most recent
fiscal year.





As of
June 3, 2005, the aggregate market value of the voting stock held by
non-affiliates of the registrant was approximately $1,491,006. Such aggregate
market value was computed by reference to the closing price of the Common Stock
as reported on the Over-The-Counter Bulletin Board on May 16, 2005.





As of
June 3, 2005, 13,641,461 shares of the registrant’s Common Stock, par value
$0.0001 per share, were issued and outstanding.





Transitional
Small Business Disclosure Format. Yes  o   No x













**Table
of Contents**




**Page****PART
      I**ITEM
      1.
    DESCRIPTION
      OF BUSINESS
    1ITEM
      2.
    DESCRIPTION
      OF PROPERTY
    4ITEM
      3.
    LEGAL
      PROCEEDINGS
    4ITEM
      4.
    SUBMISSION
      OF MATTERS TO A VOTE OF SECURITYHOLDERS
    4**PART
      II**ITEM
      5.
    MARKET
      FOR OUR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS
      ISSUER PURCHASES OF EQUITY SECURITIES
    5ITEM
      6.
    MANAGEMENT’S
      DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
    6ITEM
      7.
    FINANCIAL
      STATEMENTS
    F-1
      - F-10ITEM
      8.
    CHANGES
      IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE
    11ITEM
      8A.
    CONTROLS
      AND PROCEDURES
    11ITEM
      8B.
    OTHER
      INFORMATION
    11**PART
      III**ITEM
      9.
    DIRECTORS,
      EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION
      16(a) OF THE EXCHANGE ACT
    12ITEM
      10.
    EXECUTIVE
      COMPENSATION
    13ITEM
      11.
    SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
      STOCKHOLDER MATTERS
    13ITEM
      12.
    CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS
    14ITEM
      13.
    EXHIBITS
    14ITEM
      14.
    PRINCIPAL
      ACCOUNTANT FEES AND SERVICES
    14







i





**PART** **I**


****


**ITEM
1.** **DESCRIPTION
OF BUSINESS**




Medeorex,
Inc. (“Medeorex”, “we”, “us”, “our”, or the “Company”) and its wholly owned
subsidiary, MDRX, Inc. (“MDRX”), a Delaware corporation, is an
emerging health and pharmaceutical services company. We are actively
pursuing corporate and product acquisitions in order to establish a
competitive position in these industries.




We were
originally incorporated under the name Phyllis Maxwell’s Groups, Inc.
in New York on April 18, 1989. On August 3, 2001, we filed a Certificate of
Amendment changing our name to Clixtix, Inc. On August 31, 2001, we and our
subsidiary entered into an Agreement and Plan of Reorganization through which we
sold to our subsidiary all of our tangible and intangible assets appearing on
our balance sheet as of June 30, 2001. Our subsidiary also assumed all of our
liabilities. As consideration for this agreement, we received 100 shares of our
subsidiary’s common stock, which represented all of the issued and outstanding
stock of our subsidiary. Through our subsidiary, we provided services for groups
interested in attending New York’s Broadway and Off-Broadway theater
productions.




During
2001, we conducted an initial public offering in which we offered and sold
1,000,000 shares of our common stock for net proceeds of $50,000. Such proceeds
were utilized for corporate development and working capital.




On
September 13, 2004, Ms. Phyllis Maxwell, our former president and controlling
shareholder, sold 5,086,600 shares of our common stock, representing
approximately 49% of the Company’s then issued and outstanding shares, to First
Jemini Family Trust, a Canadian discretionary family trust which was not
affiliated with Ms. Maxwell. First Jemini Trust is a discretionary family trust
for the benefit of our Chairman and President, his spouse and family members.
Such beneficiaries possess no right to the Trust and therefore have no direct
beneficial ownership of shares held by the Trustee.




Also, on
September 13, 2004, pursuant to a Share Exchange Agreement with MDRX, a
privately held Delaware corporation with intentions of operating in the health
and pharmaceutical services industries, we issued to the stockholders of MDRX an
aggregate of 4,490,226 shares of our common stock, representing approximately
31% of our issued and outstanding shares after the issuance, in exchange for all
of the issued and outstanding shares of MDRX. One of controlling shareholders of
MDRX is our Chairman and President’s spouse. Although she is also a beneficiary
of the First Jemini Trust, as noted above, she does not possess any right to
vote or dispose of the assets of that trust. As a consequence, the transaction
with MDRX was treated for accounting purposes as a purchase and not a reverse
merger.




Pursuant
to that Share Exchange Agreement, MDRX became our wholly owned subsidiary. On April
15, 2005, our Company executed an agreement and general release terminating
its relationship with Medlink Central, Inc. and four other stockholders
(collectively, the "MedLink Parties") as originally documented in the Asset
Purchase Agreement dated August 2, 2004 due to irreconcilable differences. 
Accordingly, the Medlink Parties surrendered 1,076,805 shares of the Company’s
common stock owned by them.  Such common stock was returned to
treasury on May 30, 2005.







Immediately
following the closing under the MDRX Share Exchange Agreement, we discontinued
our theater ticket business by selling that operation and its assets to Aisle
Seats, Inc. (“Aisle Seats”), a company controlled by our former president and
majority stockholder. As consideration, Aisle Seats assumed all of the
liabilities of the theater ticket business operation.




The
revenues generated prior to September 13, 2004 are from the theater ticket
business and are unrelated to our present business plan. Accordingly, the
Company is considered to be in the development stage as defined by Statement of
Financial Accounting Standards No. 7, *Accounting
and Reporting by Development Stage Enterprises.*




Subsequent
to year end, we reached an agreement in principle with
CardioGenics Inc., (“CGI”) a privately held Ontario-based biotechnology and
medical devices company, to acquire an equity interest in CGI. CGI is focused on
the development of superior products for the In-Vitro-Diagnostics testing market
and several other proprietary technologies. CGI is presently in the process of
completing the initial commercialization and launch of its patented core
technology, which is intended to benefit the patient, the medical practitioner
and the medical institution through timely and more accurate diagnosis, improved
medical care and significant cost savings and new revenue generating potential.




1




Upon
completion of successful testing and applicable regulatory approvals including
those with the U.S. Food and Drug Administration (“FDA”), it is expected that
revenues will be generated from up-front licensing fees, ongoing royalty
payments, ongoing sale of disposable test cartridges and sales and service of
the CGI products themselves. At this time, no such agreements have been
formalized between CGI and potential customers and/or clients.




The
potential acquisition of an equity interest in CGI is subject to a number of
conditions, including: satisfactory completion of due diligence; agreement on
definitive documentation; identification and verification of CGI’s intellectual
property; receipt of a independent valuation as to the valuation of
CGI; entry into an employment agreement with the Chief Executive Officer of CGI;
entry into a consulting agreement with an affiliate of our Company relating to
certain investor relations, financial consulting and business development
services; and approval of the board of directors and shareholders of CGI and our
Company. The acquisition is targeted to close in the third quarter
of 2005, but such closing date can be extended mutually by the both
parties




**Competition**




The
market in which we are engaged is highly competitive. Almost all other
businesses in the health and pharmaceutical industries have longer
operating histories, greater name recognition, more technical personnel and
significantly greater financial and business resources than we do. Additionally,
new competitors with potentially unique or more desirable products or services
may enter these industries.




**Government
Regulation**




Our
targeted industries are heavily regulated by government regulations including
those governed by the United States Food and Drug Administration ("FDA"). We are
not aware of any existing or probable governmental regulation that will have an
adverse material impact on us.




**Research
and Development**




Our
current business relies on entering the health and pharmaceutical sectors
and as a result, our Company expects to commence incurring research
and development expenses. We incurred no research and development
expenditures for the fiscal years ended December 31, 2004 and 2003,
respectively.




**Employees**




As of the
date of this report, the Company has no full time employees and is managed by
its Chief Executive Officer and Executive Vice President, for which they
are not currently compensated. However, as we expect to add employees
in accordance with our future operating plans, we expect to begin compensating
our employees and directors in 2005.




**Available
Information**




We are
currently constructing a web site at www.medeorex.com where the formation
regarding our Company will be located. Our electronic filings with the U.S.
Securities and Exchange Commission (including our annual report on Form 10-KSB,
quarterly reports on Form 10-QSB and current reports on Form 8-K, and any
amendments to these reports) are available free of charge at www.sec.gov. The
public may also read and copy any materials we file with the SEC at the SEC’s
Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549.
Information on the operation of the Public Reference Room can be obtained by
calling the SEC at 1-800-SEC-0330. We will voluntarily provide an annual report
to shareholders upon their request and the annual report will include audited
financial statements. All such requests should be directed to Dr. Jack Kachkar.




2




**RISK
FACTORS**


****


**RISKS
RELATED TO OUR BUSINESS**




*We
have a limited operating history.*




On
September 13, 2004, pursuant to a Share Exchange Agreement with MDRX, Inc.
(“MDRX”), a privately held Delaware corporation with intentions of operating in
the health and pharmaceutical services industries, we issued to the stock
holders of MDRX an aggregate of 4,490,226 shares of our common stock,
representing approximately 31% of our issued and outstanding shares after the
issuance, in exchange for all of the issued and outstanding shares of MDRX. One
of controlling shareholders of MDRX is our Chairman and President’s spouse.
Although she is also a beneficiary of the First Jemini Trust, as noted above,
she does not possess any right to vote or dispose of the assets of that trust.
As a consequence, the transaction with MDRX was treated as a purchase and not a
reverse merger. Pursuant to that Share Exchange Agreement, MDRX became our
wholly owned subsidiary. Immediately following the closing under the Share
Exchange Agreement, we discontinued our theater ticket business by selling that
operation and its assets to Aisle Seats, Inc. (“Aisle Seats”), a company
controlled by our former president and majority stockholder. As consideration,
Aisle Seats assumed all of the liabilities of the theater ticket business
operation. Therefore, our operating history and results of operations in our
current configuration is limited only to approximately 3 months during the year
ended December 31, 2004. Additionally, before our acquisition of MDRX, Inc., the
Company's financial statements were qualified in each year of our existence by
our auditors relating to an uncertainty in connection with our ability to
continue as a going concern.




*Our
ability to market our own proprietary pharmaceutical products will face
regulatory obstacles.*




Our
Company is presently reviewing the feasibility of entering the immunoassay
diagnostic niche market but to date we have not yet commenced such activities.
In addition, we are actively pursuing pharmaceutical corporate and product
acquisitions in order to establish a competitive position in that industry.
Approvals of new pharmaceutical products is a time-consuming and very expensive
process involving testing, clinical trials and approvals at various stages of
the process by the U.S. Food & Drug Administration (“FDA”), the Canadian
Therapeutic Products Directorate (“TPD”), the U.K. Medicines and Healthcare
Products Regulatory Authority (“MHRA”), the European Agency for the Evaluation
of Medicinal Products (“EMEA”), and other such regulatory agencies where we
distribute our products or services. Approval of medical devices we create will
also require approvals from the FDA, MHRA, TPD, EMEA and other such regulatory
agencies. Such medical devices may also be subjected to patent review and
possible disallowance. Our ability to obtain regulatory approval for our
products will require extensive testing, and we lack the resources to conduct
such testing.




Once
products are developed, they cannot be marketed until the completion of
extensive testing and field trials. We will require the help of other companies
and consultants to perform some of the testing. In addition, we do not presently
have the capital resources to begin the process of conducting testing and trials
necessary to obtain regulatory approval. At any stage of the testing process,
there are the risks of injury to test subjects, and regulatory cessation of the
process despite having invested significantly in the product, due to risk of
harm, inefficacy of the products and many other reasons. There is no assurance
we can obtain all required regulatory approvals necessary to develop and
commercialize our own pharmaceutical products. Even if we successfully develop
and commercialize a regulatory-approved pharmaceutical product, we may not be
able to generate sales sufficient to create a profit or otherwise avoid a loss.
As a result, there is a prolonged lead-time to begin the development and sale of
such products, and therefore these products will not become available for sale
in the foreseeable future. If we cannot successfully develop, commercialize and
market our own pharmaceutical products, including the failure to obtain the
necessary regulatory approvals to market such products, we would miss a
strategic opportunity to grow our business.




*If we
are able to develop proprietary pharmaceutical products, there is no assurance
we can market them successfully.*




We do not
have a sales force capable of marketing any pharmaceutical products that we are
able to develop and obtain approval for. We may either have to invest in
creating such a sales force, attempt to create strategic marketing alliances
with our existing customers and/or establish strategic marketing relationships
with other companies in the industry.






3


**
 *Our
lack of sales and marketing experience could affect our ability to market our
potential products, which could adversely affect our potential revenues from
future product sales.*




Currently,
we have no experience in developing, training or managing a sales force. We will
incur substantial additional expenses if we have to undertake these business
activities, and the costs of establishing a sales force may exceed our product
revenues. In addition, we compete with other pharmaceutical companies, including
large pharmaceutical companies which have financial resources and sales and
marketing capabilities and expertise substantially greater than ours. As a
result, any marketing and sales efforts that we may undertake on our own may be
unsuccessful and may deplete our limited capital resources.




*No
guarantee of developmental success*




Our
potential investee companies and/or partners may not be able to find commercial
opportunities for their products as planned as it is impossible to ensure that
the research and development conducted by these companies will result in the
creation of marketable or profitable products. ****


****


**RISKS
RELATED TO OUR STOCK**




*Shares
that may be eligible for future sale may adversely affect the market price of
our Common Stock.*




Sales of
substantial amounts of Common Stock by shareholders in the public market, or
even the potential for such sales, are likely to adversely affect the market
price of the Common Stock and could impair our ability to raise capital by
selling equity securities.




*There
is potential volatility in the price of our stock.*




The
market price of the shares of our common stock, like the securities of many
other Over-The-Counter traded companies may be highly volatile. Such price has
ranged from $0.23 to $0.60 over the last 52 week period. See “Market for Our
Common Equity and Related Stockholder Matters and Small Business Issuer
Purchases of Equity Securities.” Factors such as developments in our
relationships with our customers, material adverse events to our customers,
changes in U.S. FDA and other governmental regulations, market changes in the
pharmaceutical industry, loss of key company executives, sales of large numbers
of shares of our common stock by existing stockholders and general market
conditions may have a significant effect on the market price of our common
stock. In addition, U.S. stock markets have experienced extreme price and volume
fluctuations in the past. This volatility has significantly affected the market
prices of securities of many pharmaceutical and biotechnology companies, and
companies such as ours in related industries, for reasons frequently unrelated
or disproportionate to the operating performance of the specific companies.
These broad market fluctuations may adversely affect the market price of our
common stock.


****


**ITEM
2.** **DESCRIPTION
OF PROPERT** **Y**




We do not
own any real estate. We are leasing our executive offices at 825 Third Avenue,
40 th Floor,
New York, New York, 10022, which consist of approximately 1,000 square feet of
space at an annual rent of $36,000. The current facilities are deemed to be
adequate for the Company’s present needs.


****


**ITEM
3.** **LEGAL
PROCEEDINGS**




Our
Company is involved from time to time in legal proceedings and litigation
incidental to the conduct of its business. No pending legal proceeding is deemed
by our Company to pose risks of any material adverse effect.




**ITEM
4.** **SUBMISSION
OF MATTERS TO A VOTE OF** **SECURITYHOLDERS**




No
matters have been submitted to our security holders for a vote, through the
solicitation of proxies or otherwise, during the fourth quarter of the fiscal
year ended December 31, 2004.




4




**PART** **II**




**ITEM
5.** **MARKET
FOR OUR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS** **AND SMALL BUSINESS ISSUER PURCHASES OF EQUITY
SECURITIES**




Our
common stock trades on the Over-The-Counter Bulletin Board under the symbol
“MRXI.” The following table sets forth, for the fiscal quarters indicated, the
high and low bid prices for our common stock, as reported by the
Over-The-Counter Bulletin Board. The quotations reflect inter-dealer prices
without retail mark-up, markdown or commission and may not represent actual
transactions. We traded on the OTCBB from inception through September 29, 2004
under the symbol “CXTX”.




High
    
    LowFiscal
      2004Fourth
      quarter
    
    $
    0.51
    
    $
    0.35Third
      quarter
    
    
    0.55
    
    
    0.28Second
      quarter
    
    
    0.40
    
    
    0.22First
      quarter
    
    
    1.30
    
    
    0.35




Fiscal
      2003Fourth
      quarter
    
    $
    0.51
    
    $
    0.16Third
      quarter
    
    
    1.45
    
    
    0.55Second
      quarter
    
    
    5.75
    
    
    0.11First
      quarter
    
    
    0.11
    
    
    0.10


****


In May
2005, we received notification from Nasdaq that our common stock may be delisted
from the OTCBB because we are not current in our public filings with the SEC. In
response to our request for a hearing on this matter, a telephonic hearing with
Nasdaq has been scheduled for June 10, 2005. We expect that, at the time of the
hearing, we will be current in our filings with the SEC.
****


**Holders:**




On June
3, 2005, the closing sale price for our common stock, as reported by the
Over-The-Counter Bulletin Board, was $0.29. As of June 3, 2005, our common stock
was held by 34 holders of record.




**Dividends:**




We have
never paid dividends on our common stock and do not anticipate paying any cash
dividends on our common stock in the foreseeable future.




**Recent
sales of unregistered securities:**




During
the fiscal year ended December 31, 2004, the securities that were issued by our
Company without registration under the Securities Act of 1933, as amended (the
"Securities Act"), are as follow:




On
September 13, 2004, pursuant to a Share Exchange Agreement with MDRX, we issued
4,490,226 shares of our common stock in exchange for all the issued and
outstanding shares of MDRX. The issuance was exempt from registration pursuant
to Section 4(2) of the Securities Act.




On April
15, 2005, our Company executed an agreement and general
release terminating its relationship with MedLink Central, Inc. and four
other stockholders (collectively, the "MedLink Parties") as originally
documented in the Asset Purchase Agreement dated August 2, 2004 due to
irreconcilable differences. Accordingly, the MedLink Parties surrendered
1,076,805 shares of the Company’s common stock owned by them. The common stock
was returned to treasury on May 30, 2005.




**Transfer
Agent and Registrar:**




Our
transfer agent is StockTrans, Inc. of 44 West Lancaster Avenue, Ardmore, PA
19003.




5


****


**ITEM
6.** **MANAGEMENT’S
DISCUSSION AND ANALYSIS OR PLAN OF OPERATION**


****


**FORWARD-LOOKING
STATEMENTS**




The
following discussion of our financial condition and results of operations should
be read in conjunction with our Consolidated Financial Statements and the
related Notes to such Consolidated Financial Statements also included in this
Form 10-KSB.




Statements
that are not historical facts included in this report are “forward-looking
statements” within the meaning of the Private Securities Litigation Reform Act
of 1995 that involve risks and uncertainties that could cause actual results to
differ from projected results. Such statements address activities, events or
developments that our Company expects, believes, projects, intends or
anticipates will or may occur, including such matters as future capital,
business strategies, expansion and growth of our Company’s operations, cash
flow, marketing of products and services, and development of new products and
services. Factors that could cause actual results to differ
materially include, among others: general economic conditions, the markets
for and market price of our Company’s products and services, our Company’s
ability to find, acquire, market, develop and produce new products and services,
the strength and financial resources of our Company’s competitors, the Company’s
ability to find and retain skilled personnel, labor relations, availability and
cost of material and equipment, the results of financing efforts, and regulatory
developments and compliance. All written and oral forward-looking statements
attributable to our Company are expressly qualified in their entirety
by these factors. Our Company disclaims any obligation to update or revise
any forward-looking statement to reflect events or circumstances occurring
hereafter or to reflect the occurrence of anticipated or unanticipated
events.




**Overview**




We
are an emerging health and pharmaceutical services company. Our Company is
presently reviewing the feasibility of entering the immunoassay diagnostic niche
market, but to date, we have not yet commenced such activities. In addition, we
are actively pursuing other pharmaceutical corporate and product acquisitions in
order to establish a competitive position in that and other related
industries.




We were
originally incorporated under the name Phyllis Maxwell’s Groups, Inc. in New
York, New York on April 18, 1989. On August 3, 2001, we changed our name to
Clixtix, Inc. On August 31, 2001, we and our subsidiary entered into an
Agreement and Plan of Reorganization through which we sold to our subsidiary all
of our tangible and intangible assets appearing on our balance sheet as of June
30, 2001. Our subsidiary also assumed all of our liabilities. As consideration
for this agreement, we received 100 shares of our subsidiary’s common stock,
which represented all of the issued and outstanding stock of our subsidiary.
Through our subsidiary, we provided services for groups interested in attending
New York’s Broadway and Off-Broadway theater productions.




During
2001, we conducted an initial public offering in which we offered and sold
1,000,000 shares of our common stock for net proceeds of $50,000. Such proceeds
were utilized for corporate development and working capital.




On
September 13, 2004, Ms. Phyllis Maxwell, our former president and controlling
shareholder, sold 5,086,600 shares of our common stock, representing
approximately 49% of our Company’s then issued and outstanding shares, to First
Jemini Family Trust, a Canadian discretionary family trust which was not
affiliated with Ms. Maxwell. First Jemini Trust is a discretionary family trust
for the benefit of our Chairman and President, his spouse and family members.
Such beneficiaries possess no right to the Trust and therefore have no direct
beneficial ownership of shares held by the Trustee.




Also, on
September 13, 2004, pursuant to a Share Exchange Agreement with MDRX, Inc., a
privately held Delaware corporation with intentions of operating in the health
and pharmaceutical services industries, we issued to the stock holders of MDRX
an aggregate of 4,490,226 shares of our common stock, representing approximately
31% of our issued and outstanding shares after the issuance, in exchange for all
of the issued and outstanding shares of MDRX. One of controlling shareholders of
MDRX is our Chairman and President’s spouse. Although she is also a beneficiary
of the First Jemini Trust, as noted above, she does not possess any right to
vote or dispose of the assets of that trust. As a consequence, the transaction
with MDRX was treated as a purchase and not as a reverse
merger.




On April
15, 2005, our Company executed an agreement and general release terminating
its relationship with MedLink Central, Inc. and four other stockholders
(collectively, the "MedLink Parties") as originally documented in the Asset
Purchase Agreement dated August 2, 2004 due to irreconcilable differences. 
Accordingly, the Medlink Parties surrendered 1,076,805 shares of the Company’s
common stock owned by them.  The common stock was returned to treasury on
May 30, 2005.


6




Pursuant
to the Share Exchange Agreement, MDRX became our wholly owned subsidiary.
Immediately following the closing under the MDRX Share Exchange Agreement, we
discontinued our theater ticket business by selling that operation and its
assets to Aisle Seats, Inc. (“Aisle Seats”), a company controlled by our former
president and majority stockholder. As consideration, Aisle Seats assumed all of
the liabilities of the theater ticket business operation.




The
revenues generated prior to September 13, 2004 are from the theater ticket
business and are unrelated to our present business plan. Accordingly, the
Company is considered to be in the development stage as defined by Statement of
Financial Accounting Standards No. 7, Accounting and Reporting by Development
Stage Enterprises.




**CRITICAL
ACCOUNTING POLICIES**




Our
significant accounting policies are disclosed in Note 3 of the notes to the
consolidated financial statements included in Item 7 of this Form
10-KSB.




**RESULTS
OF OPERATIONS**




**For
the Year Ended December 31, 2004 and 2003**




The
accompanying consolidated financial information includes the accounts of
Medeorex and its wholly owned subsidiary, MDRX, since September 13, 2004, the
date of the Share Exchange Agreement with that
company and the transfer of our theater ticket operation to Aisle
Seats.




**Operating
Expenses**




Operating
expenses for the year ended December 31, 2004 were approximately $294,000 which
included professional fees of approximately $150,000, travel and promotion
expenses of approximately $118,000, rent and office expenses of $24,000 and
depreciation of computer hardware and software of approximately $1,300 for the
depreciation of computer hardware and software. In comparison, there were no
similar operating expenses for the year ended December 31, 2003, because our
Company discontinued its theatre ticket operations as of September 13, 2004.




**Loss
from Continuing Operations before Interest and Discontinued
Operations**




Losses
from continuing operations for the year ended December 31, 2004 were
approximately $294,000. There was no similar loss for the year ended December
31, 2003. Our operating losses are a result of general and administrative costs
associated with our recent acquisition of MDRX. We have not yet earned any
revenues to offset these costs.




7




**Interest
Expense**




Interest
expense for the year ended December 31, 2004 was approximately $1,600 relating
to the accrued interest on the shareholders loans received during the year.
There was no similar expense for the year ended December 31, 2003. The Company
expects to incur such expenses until it starts generating cash flow from
operations.




**Loss
from Discontinued Operations**




For the
years ended December 31, 2004 and 2003, the loss from discontinued operations
amounted to approximately $29,000 and $8,400 respectively. These amounts
represent the results of operations relating to our former theater ticket
business. On September 13, 2004 the Company transferred its theater ticket
operations to Aisle Seats, Inc., an entity controlled by the Company’s former
president and stockholder. As consideration, Aisle Seats assumed all of the
liabilities of the theater ticket business operation. Net liabilities assumed
amounted to approximately $11,000.




**Net
Loss**




Net
losses for the years ended December 31, 2004 and 2003 were approximately
$325,000 and $8,400, respectively. The
losses were the result of general and administrative expenses of $294,000 and
$0, respectively and losses from discontinued operations of approximately
$29,000 and $8,400, respectively, relating to the theater ticket business.




**LIQUIDITY
AND CAPITAL RESOURCES**




At
December 31, 2004, we had cash of approximately four hundred
dollars.




Since our
sale of the theater ticket business, we have been financing our operations
primarily through capital contributions and short term loans from our
stockholders. As of December 31, 2004, net capital contributions amounted to
$150,000 and
short term loans amounted to $84,000.




As we are
a development stage company, we will require significant additional financial
resources for the expansion of our health and pharmaceutical services business.
At this time, it is not possible to quantify what amount may actually be
required and we will continue to depend on loans from our stockholders. If
required, we may seek to obtain additional financing through public or private
equity financings although no specific plans exist for conducting such
financings at this time. If we are unable to obtain the required financings to
implement our business strategies, our ability to conduct our business may be
adversely affected.




We are
also actively pursuing acquisitions that may require substantial capital
resources. In the event that we make a significant future acquisition or change
our capital structure, we may also be required to raise additional funds through
additional borrowings or the issuance of additional debt or equity
securities.




**Operating
activities**




The net
cash used in operating activities for the year ended December 31, 2004 amounted
to approximately $275,000. For the year ended December 31, 2004, the net cash
used in the operations was primarily the result of a net loss of approximately
$296,000 from continuing operations relating to general and administrative
costs, and approximately $29,000 net loss from discontinued operations. This was
adjusted by depreciation expense of approximately $1,300 and an increase in
accounts payable amounting to approximately $73,000. The discontinued operations
also used total cash of approximately $53,000 for the year ended December 31,
2004. In comparison, for the year ended December 31, 2003 all the activity
related to the discontinued operations of the theater ticket business and there
was no cash generated from operations. The discontinued operations used
approximately $52,000 for the year ended December 31, 2003.




**Investing
activities**




The net
cash used by investing activities for the year ended December 31, 2004 amounted
to approximately $12,000. This represented computer hardware and software
equipment purchased during the year. There were no similar expenditures for the
year ended December 31, 2003.




**Financing
activities**




The net
cash provided from financing activities for the year ended December 31, 2004
amounted to approximately $234,000. There was a capital contribution by the
stockholders to MDRX, prior to the closing of the MDRX Share Exchange Agreement
in the amount of $150,000. In addition, there were loans made by the
stockholders in the amount of approximately $84,000. In comparison for the year
ended December 31, 2003 there was no cash used for financing
activities.




8




**Subsequent
Events and Expectations**




In
addition to establishing a business within the healthcare sector, we are
actively pursuing corporate and product acquisitions within the pharmaceutical
industry in order to establish a competitive position in that market sector. We
believe that we may be able to complete such a transaction within the next
twelve months.




On April
15, 2005, our Company terminated its relationship with MedLink Central, Inc. and
four other stockholders (collectively, the "MedLink Parties") as originally
documented in the Asset Purchase Agreement dated August 2, 2004 due to
irreconcilable differences, and executed the Agreement and General Release.
Accordingly, the MedLink Parties surrendered 1,076,805 shares of the Company’s
common stock owned by them. The common stock was returned to the Company's
treasury on May 30, 2005.




We entered
into an agreement in principle with CardioGenics Inc., (“CGI”) a privately
held Ontario-based biotechnology and medical devices company, to acquire an
equity interest in CGI. CGI is focused on the development of superior products
for the In-Vitro-Diagnostics testing market and several other proprietary
technologies. CGI is presently in the process of completing the initial
commercialization and launch of its patented core technology, which is intended
to benefit the patient, the medical practitioner and the medical institution
through timely and more accurate diagnosis, improved medical care and
significant cost savings and new revenue generating potential.




The
acquisition of CGI is subject to a number of conditions, including: satisfactory
completion of due diligence; agreement on definitive documentation;
identification and verification of CGI’s intellectual property; receipt of an
independent valuation as to the valuation of CGI; entry into an employment
agreement with the Chief Executive Officer of CGI; entry into a consulting
agreement with an affiliate of our Company relating to certain investor
relations, financial consulting and business development services; and approval
of the board of directors and shareholders of CGI and our Company. The
acquisition is targeted to close in the third quarter of 2005 but
such closing date can be extended mutually by the both parties.




In May
2005, we received notification from Nasdaq that our common stock may be delisted
from the OTCBB because we are not current in our public filings with the SEC. In
response to our request for a hearing on this matter, a telephonic hearing with
Nasdaq has been scheduled for June 10, 2005. We expect that, at the time of the
hearing, we will be current in our filings with the SEC.




**Going
Concern**




As shown
in the accompanying consolidated financial statements, we incurred substantial
net losses for the year ended December 31, 2004. There is no guarantee
whether we will be able to generate revenue and/or raise capital to support
those operations. This raises substantial doubt about our ability to continue as
a going concern.




Our
future success is dependent upon our ability to achieve profitable operations
and generate cash from operating activities and upon additional financing. There
is no guarantee that we will be able to raise enough capital or generate
revenues to sustain our operations. Management believes they can raise the
appropriate funds need to support their business plan.




The
consolidated financial statements do not include any adjustments relating to the
recoverability or classification of recorded assets and liabilities that might
result should we not be able to continue as a going concern.




**Off-Balance
Sheet Arrangements**




We do not
have any off balance sheet arrangements that have or are reasonably likely to
have a current or future effect on our financial condition, changes in financial
condition, revenues or expenses, result of operations, liquidity, capital
expenditures or capital resources that is material to investors.




9


**ITEM
7.** **FINANCIAL
STATEMENTS**




**INDEX
TO CONSOLIDATED FINANCIAL STATEMENTS**




Report
      of Berkovits, Lago and Company, LLP, Independent Registered Public
      Accounting Firm
    F-2Report
      of Livingston, Wachtell & Co., LLP, Certified Public
      Accountants
    F-3Consolidated
      Balance Sheets
    F-4Consolidated
      Statements of Operations
    F-5Consolidated
      Statements of Changes in Stockholders’ Deficit
    F-6Consolidated
      Statements of Cash Flows
    F-7Notes
      to Consolidated Financial Statements
    F-8





F-1




**REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**
 
 
 To the
Board of Directors
 Medeorex,
Inc. (formerly known as Clixtix, Inc.)
 
 We have
audited the consolidated balance sheet of Medeorex, Inc. (a Development Stage
Company) (formerly known as Clixtix, Inc.) (the “Company”) as of December 31,
2004, and the related consolidated statements of operations, changes in
stockholders’ deficit and cash flows for the year then ended and for the period
from September 13, 2004 (effective date of development stage) through December
31, 2004. These consolidated financial statements are the responsibility of the
Company’s management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audit.
 
 We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company has determined that it
is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. Our audit included consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Company’s internal control
over financial reporting. Accordingly, we do not express such an opinion. 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
audit provides a reasonable basis for our opinion.
 
 In our
opinion, the consolidated financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Medeorex, Inc.
(formerly known as Clixtix, Inc.) as of December 31, 2004, and the results of
operations and cash flows for the year ended December 31, 2004, in conformity
with accounting principles generally accepted in the United States.
 
 The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 2 to the financial
statements, the Company’s dependence on outside financing, lack of sufficient
working capital, and recurring losses from operations in the development stage
raise substantial doubt about the Company’s ability to continue as a going
concern. Management’s plans are described in Note 2 to the financial statements.
The financial statements do not include any adjustments that might result from
the outcome of this uncertainty.
 
  /s/Berkovits,
Lago & Company, LLP
 Fort
Lauderdale, Florida
 June 3,
2005








F-2


****





Board of
Directors
 Clixtix,
Inc .
 New York,
N.Y.
 
 INDEPENDENT
AUDITORS’ REPORT
 
 
 We have
audited the accompanying consolidated balance sheet of Clixtix, Inc. and
subsidiary as of December 31, 2003, and the related consolidated statements of
operations, changes in stockholders’ equity and cash flows for the year then
ended.  These consolidated financial statements are the responsibility of
the Company’s management.  Our responsibility is to express an opinion on
these consolidated financial statements based on our audit.
 
 We
conducted our audit in accordance with auditing standards generally accepted in
the United States of America.  Those standards require that we plan and
perform the audit 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 audit
provides a reasonable basis for our opinion.
 
 In our
opinion, the consolidated financial statements referred to above present fairly,
in all material respects, the financial position of Clixtix, Inc. and subsidiary
as of December 31, 2003, and the results of their operations and their cash
flows for the year ended, in conformity with accounting principles generally
accepted in the United States of America.
 
 The
accompanying financial statements have been prepared assuming Clixtix, Inc. and
subsidiaries will continue as a going
concern. As more fully described in Note 1, the Company's recurring losses from
operations and working capital deficit raise substantial doubt about its ability
to continue as a going
concern. Management's plans regarding these matters are also described in Note
1. The consolidated financial statements do not include any adjustments that
might result from the outcome of this uncertainty.
  
 New York,
New York
 April 29,
2004
 September
13, 2004 as to Note 5


F-3


****


**MEDEOREX,
INC. (f/k/a Clixtix, Inc.)**


**(A
Development Stage Company)**


**Consolidated
Balance Sheet**





**December
      31,2004****Assets**Current
      assets:Cash
    
    $
    378Total
      current assets
    
    
    378Property
      and equipment, net
    
    
    10,837Total
      assets
    
    $
    11,215**Liabilities
      and Stockholders' Deficit**Current
      liabilities:Accounts
      payable
    
    $
    40,786Accrued
      expenses and other current liabilities
    
    
    32,248Stockholder
      loans at 7% interest per annum, due on demand
    
    
    84,158Total
      current liabilities
    
    
    157,192Commitments
      and contingenciesStockholders'
      deficit:Preferred
      stock - $0.0001 par value, 10,000,000 sharesauthorized -0- shares
      issued and outstanding
    
    
    --Common
      stock - $0.0001 par value, 20,000,000 sharesauthorized, 14,718,266
      shares issued and outstanding
    
    
    1,472Additional
      paid-in capital
    
    
    214,531Accumulated
      deficit prior to development stage
    
    
    (66,003
    )Deficit
      accumulated during development stage
    
    
    (295,977
    )Total
      stockholders' deficit
    
    
    (145,977
    )Total
      liabilities and stockholders' deficit
    
    $
    11,215
 The
accompanying notes are an integral part of these consolidated financial
statements.






F-4


****


**MEDEOREX,
INC. (f/k/a Clixtix, Inc.)**


**(A
Development Stage Company)**


**Consolidated
Statements of Operations**




**For
      the Years Ended December 31,**
    
    **Cumulative
      Period from September 13, 2004 (Effective Date of Development Stage
      Company)****2004**
    
    **2003**
    
    **to
      December 31, 2004**Operating
      expensesProfessional
      fees
    
    $
    150,377
    
    $
    --
    
    $
    150,377Travel,
      promotion and related expenses
    
    
    118,438
    
    
    --
    
    
    118,438Rent
      and general office expenses
    
    
    24,299
    
    
    --
    
    
    24,299Depreciation
    
    
    1,263
    
    
    --
    
    
    1,263Total
      operating expenses
    
    
    294,377
    
    
    --
    
    
    294,377Loss
      from continuing operations before interestand discontinued
      operations
    
    
    (294,377
    )
    
    --
    
    
    (294,377
    )Interest
      expense
    
    
    1,600
    
    
    --
    
    
    1,600Loss
      from continuing operations beforediscontinued
      operations
    
    
    (295,977
    )
    
    --
    
    
    (295,977
    )Loss
      from discontinued operations
    
    
    28,947
    
    
    8,337
    
    
    --Net
      loss
    
    $
    (324,924
    )
    $
    (8,337
    )
    $
    (295,977
    )`Basic
      and fully diluted net loss per shareLoss
      before discontinued operations
    
    $
    (0.03
    )
    $
    --
    
    $
    --Loss
      from discontinued operations, net of income taxes
    
    
    (0.00
    )
    
    (0.00
    )
    
    --$
    (0.03
    )
    $
    (0.00
    )
    $
    --Weighted-average
      number of shares used incomputing basic and fully diluted loss per
      share amounts
    
    
    11,565,265
    
    
    10,228,000
    
    
    --
  The
accompanying notes are an integral part of these consolidated financial
statements.







F-5





**MEDEOREX,
INC. (f/k/a Clixtix, Inc.)**


**(A
Development Stage Company)**


**Consolidated
Statement of Changes in Stockholders’ Deficit**




**Common
      Stock**
    
    **Additional**
      **Paid-In**
    
    ******Accumulated
      Deficit****Shares**
    
    **Amount**
    
    **Capital**
    
    **Prior
      to Development Stage**
    
    **During
      Development Stage**
    
    **Total**Balances
      at December 31, 2002
    
    
    10,228,000
    
    $
    1,023
    
    $
    54,008
    
    $
    (28,719
    )
    $
    --
    
    $
    26,312Net loss
      for the year
    
    
    --
    
    
    --
    
    
    --
    
    
    (8,337
    )
    
    --
    
    
    (8,337
    )Balances
      at December 31, 2003
    
    
    10,228,000
    
    $
    1,023
    
    $
    54,008
    
    $
    (37,056
    )
    $
    --
    
    $
    17,975Shareholder
      debt foregiveness
    
    
    --
    
    
    --
    
    
    10,972
    
    
    --
    
    
    --
    
    
    10,972Shares
      issued for MDRX, Inc. on September 13, 2004
    
    
    4,490,266
    
    
    449
    
    
    149,551
    
    
    --
    
    
    --
    
    
    150,000Net
      loss for the period from January 1, 2004to September 13,
      2004
    
    
    --
    
    
    --
    
    
    --
    
    
    (28,947
    )
    
    --
    
    
    (28,947
    )Balances
      at September 13, 2004
    
    
    14,718,266
    
    
    1,472
    
    
    214,531
    
    
    (66,003
    )
    
    --
    
    
    150,000Net
      loss for the period September 13, 2004 (effective dateof
      Development Stage Company) to December 31, 2004
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    (295,977
    )
    
    (295,977
    )Balances
      at December 31, 2004
    
    
    14,718,266
    
    $
    1,472
    
    $
    214,531
    
    $
    (66,003
    )
    $
    (295,977
    )
    $
    (145,977
    )
 The
accompanying notes are an integral part of these consolidated financial
statements.






F-6





**MEDEOREX,
INC. (f/k/a Clixtix, Inc.)**


**(A
Development Stage Company)**


**Consolidated
Statements of Cash Flows**




**For
      the Years Ended December 31,**
    
    **Cumulative
      Period from September 13, 2004 (Effective Date of Development Stage
      Company)****2004**
    
    **2003**
    
    **to
      December 31, 2004**Cash
      flows from operating activities:Net
      loss for the period
    
    $
    (324,924
    )
    $
    (8,337
    )
    $
    (295,977
    )Add:
      loss from discontinued operations
    
    
    28,947
    
    
    8,337
    
    
    --Loss
      from continuing operations
    
    
    (295,977
    )
    
    --
    
    
    (295,977
    )Adjustments
      to reconcile net income (loss) to net cashprovided by (used in)
      operating activities:Depreciation
    
    
    1,263
    
    
    --
    
    
    1,263Changes
      in assets and liabilitiesIncrease
      in accounts payable and accrued liabilities
    
    
    73,034
    
    
    --
    
    
    73,034Net
      cash used in continuing operations
    
    
    (221,680
    )
    
    --
    
    
    (221,680
    )Net
      cash used in discontinued operations
    
    
    (53,158
    )
    
    (52,406
    )
    
    --Net
      cash used in operating activities
    
    
    (274,838
    )
    
    (52,406
    )
    
    (221,680
    )Cash
      flows from investing activities:Purchase
      of computer hardware and software
    
    
    (12,100
    )
    
    --
    
    
    (12,100
    )Net
      cash used in investing activities
    
    
    (12,100
    )
    
    --
    
    
    (12,100
    )Cash
      flows from financing activities:Proceeds
      from share issuance
    
    
    150,000
    
    
    --
    
    
    150,000Advances
      by stockholder
    
    
    84,158
    
    
    --
    
    
    84,158Net
      cash provided by financing activities
    
    
    234,158
    
    
    --
    
    
    234,158Change
      in cash
    
    
    (52,780
    )
    
    (52,406
    )
    
    378Cash
      at beginning of period
    
    
    53,158
    
    
    52,406
    
    
    --Cash
      at end of period
    
    $
    378
    
    $
    --
    
    $
    378**Supplemental
      Disclosure of Cash Flow Information:**Cash
      interest paid during the year
    
    $
    --
    
    $
    --
    
    $
    --Cash
      tax paid during the year
    
    $
    --
    
    $
    --
    
    $
    --
 The
accompanying notes are an integral part of these consolidated financial
statements.





F-7





**MEDEOREX,
INC. (f/k/a Clixtix, Inc.)**


**(A
Development Stage Company)**


**NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS**





**Note
1** **:** **Business
Description and Presentation**




Medeorex,
Inc. (f/k/a Clixtix, Inc.) was incorporated on April 18, 1989 in the State of
New York and had been engaged in the theater ticket business. On September 13,
2004, pursuant to a Share Exchange Agreement with MDRX, Inc. (f/k/a Medeorex,
Inc.), a privately held Delaware corporation established with the intention of
operating in the health and pharmaceutical services industries, the stockholders
of MDRX were issued an aggregate of 4,490,226 shares of the Company’s stock in
exchange for all of the issued and outstanding shares of MDRX. Pursuant to the
Share Exchange Agreement, MDRX became a wholly owned subsidiary of the Company
and Clixtix changed its name to Medeorex, Inc. Immediately following the closing
under the MDRX Share Exchange Agreement, the Company transferred its theater
ticket operations to Aisle Seats, Inc., a company controlled by the Company’s
former president and majority stockholder. As consideration, Aisle Seats assumed
the net liabilities of the theater ticket business operation.




Since September
13, 2004, the Company’s activities principally consisted of acquiring or forming
a business in the health and pharmaceuticals industries. The operating
activities prior to September 13, 2004 relating to the theater ticket business
have been reported as discontinued operations on the Company’s consolidated
statement of operations. Accordingly, the Company is considered to be in the
development stage as defined by Statement of Financial Accounting Standards No.
7, “ *Accounting
and Reporting by Development Stage Enterprise* s”.




The
Company operates in one business segment.




**Note
2:** **Going
Concern**




These
financial statements have been prepared on a going concern basis and, as such,
it has been assumed that the Company will be able to realize its assets and
discharge its liabilities in the normal course of business. The Company has
incurred substantial losses from operations for the period from September 13,
2004 (effective date as a development stage company) through December
31, 2004 and an accumulated deficit of approximately $362,000 as at December 31,
2004. The ability of the Company to continue is dependent upon the ongoing
support of its stockholders, the attainment of financing necessary
to operate its business including completing any potential
acquisitions, and achievement of profitable operations. These financial
statements do not include any adjustments relating to the recoverability of
assets and classification of liabilities or any other adjustments that might be
necessary should the Company be unable to continue as a going
concern.




**Note
3:** **Summary
of Significant Accounting Policies**




(a)
Consolidation




The
accompanying consolidated financial statements include the accounts of Medeorex,
Inc. and its wholly owned subsidiary, MDRX, Inc.




All
inter-company accounts and transactions have been eliminated in
consolidation




(b) Use
of Estimates




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




(c)
Property and equipment, net




Property
and equipment consist of computer hardware and software. Property and equipment
are recorded at costs less accumulated depreciation. Depreciation is calculated
over the useful life of the assets using the straight line method.




F-8




(d) Net
Loss per Share




The
Company follows the guidelines of Statement of Financial Accounting Standards
No. 128, “ *Earnings
Per Share* ” (“SFAS
No.128”) in calculating its loss per share. SFAS No.128 states that basic and
diluted earnings per share are based on the weighted average number of shares of
common stock and potential common stock outstanding during the period. Potential
common stock equivalents for purposes of determining diluted earnings per share
include the effects of dilutive stock options, warrants and convertible
securities. The effect on the number of shares of such potential common stock
equivalents is computed using the treasury stock method or the if-converted
method, as applicable. The Company has no outstanding options and warrants to
dilute the calculation of net loss per share.




(e)  Income
Taxes




The
Company follows Statement of Financial Accounting Standards No. 109 *“Accounting
for Income Taxes”* (“SFAS
No. 109”) *.* Under the
asset and liability method of SFAS No. 109, deferred tax assets and liabilities
are recognized for the future tax consequences attributed to differences between
the financial statements carrying amounts of existing assets and liabilities and
their respective tax base. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the years in
which those temporary differences are expected to be recovered or settled. Under
SFAS No. 109, the effect on deferred tax assets and liabilities of a change in
tax rates is recognized in income in the period that includes the enactment
date.  If it is
more likely than not that some portion of a deferred tax asset will not be
realized, a valuation allowance is recognized.




(f)  Recently
Issued Accounting Standards




In
January 2003, the Company adopted the provisions of Statement
of Financial Accounting Standards No. 143,
“ *Accounting
for Asset Retirement Obligations* ” (“SFAS
No. 143”). SFAS No. 143 addresses accounting and reporting for obligations
associated with the retirement of tangible long-lived assets and the associated
asset retirement costs. As of the date of adoption of SFAS 143, the Company had
no tangible long-lived assets.




In
January 2003, the Company adopted the provisions of Statement
of Financial Accounting Standards No. 146,
“ *Accounting
for Costs Associated with Exit or Disposal Activities”* (“SFAS
No. 146”) *.* This
standard requires that a liability for a cost associated with an exit or
disposal activity be recognized when the liability is incurred rather than when
a commitment to an exit plan is made. The Company currently does not have any
liabilities that are categorized under this provision.




In April
2003, the FASB issued Statement
of Financial Accounting Standards No. 149,
“ *Amendment
of Statement 133 on Derivative Instruments and Hedging
Activities”* (“SFAS
No. 149”) *.* SFAS No.
149 amends and clarifies accounting for derivative instruments, including
certain derivative instruments embedded in other contracts, and for hedging
activities under SFAS No. 133 and is effective for contracts entered into or
modified after June 30, 2003. The adoption of SFAS No. 149 did not have a
material effect on the Company’s consolidated financial statements. The Company
does not currently have derivative instruments or hedging activities.




In May
2003, the FASB issued Statement
of Financial Accounting Standards No. 150,
“ *Accounting
for Certain Financial Instruments with Characteristics of both Liabilities and
Equity”* (“SFAS
No. 150”) *.* SFAS No.
150 provides guidance with respect to the classification and measurement of
certain financial instruments with characteristics of both liabilities and
equity. This statement requires that an issuer classify a financial instrument
that is within its scope as a liability rather than, under previous guidance, as
equity. SFAS No. 150 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. The Company currently does
not have such financial instruments.




**Note
4:** **Property
and Equipment** ****




Property
and equipment **** consist
of the following:




December
      31, 2004Computer
      hardware
    
    $
    5,985Computer
      software
    
    
    6,11512,100Less
      accumulated depreciation
    
    
    (1,263
    )$
    10,837




For the
year ended December 31, 2004, depreciation of property and equipment was
approximately $1,200. There was no similar expense for the year ended December
31, 2003.




F-9




**Note
5:** **Discontinued
Operations**




On
September 13, 2004 the Company transferred its theater ticket operations to
Aisle Seats, Inc., a company controlled by the Company’s former president and
majority stockholder. As consideration, Aisle Seats assumed all of the assets
and liabilities of the theater ticket business operation. The net liabilities
assumed by Aisle Seats amounted to $10,972 representing assets of $17,975 and
liabilities of $28,947. The operating results of this business have been
classified as discontinued operations in the consolidated statement of
operations. Accordingly, the revenues from the theater ticket business are
unrelated to present management’s business plan.




**Note
6:** **Stockholders’
Deficit**




During
the year ended December 31, 2004 the Company recorded additional paid-in capital
of $10,972 relating to the transfer of net liabilities as of September 13, 2004
to an entity controlled by the former president and majority stockholder.




On
September 13, 2004, the Company issued 4,490,266 shares of common stock to the
stockholders of MDRX, Inc. , a
Delaware Corporation. The
consideration for these shares consisted of all of the outstanding shares of
MDRX, Inc.




**Note
7** **:** **Deferred
Income Taxes**




At
December 31, 2004 the Company had carryforward losses for income tax purposes of
approximately $127,000 based on the federal income tax rate of 35% that may be
offset against future taxable income. The carryforward losses expire at various
times through the year 2021. Due to the uncertainty regarding the success of the
future operations, management has recorded a valuation allowance against the
deferred tax asset, which amounts to 100% of the related deferred tax
asset.




**Note
8:** **Related
Party Transactions**




During
the period from July 2004 to December 31, 2004, the Company paid rent for a
furnished office space amounting to $15,000 to an affiliate. This amount is
included in the general and administrative expenses of the Company’s
consolidated statement of operations.




The
Company’s Chairman and Chief Executive Officer provides funding on an ongoing
basis for working capital requirements. At December 31, 2004 the total amount
owing to the Chairman and Chief Executive Officer approximated $84,000. The
Company accrues interest on the outstanding amount at 7% per annum.




**Note
9:** **Subsequent
Events**




On April
15, 2005, the Company executed the Agreement and General Release terminating its
relationship with MedLink Central, Inc. and four other stockholders
(collectively, the "MedLink Parties") as originally documented in the Asset
Purchase Agreement dated August 2, 2004 due to irreconcilable differences.
Accordingly, the MedLink Parties surrendered 1,076,805 shares of the Company’s
common stock owned by them. The common stock was returned to treasury on May 30,
2005.




Subsequent
to year end, we entered into an agreement in principle
with CardioGenics Inc., (“CGI”) a privately held Ontario-based
biotechnology and medical devices company, to acquire an interest in CGI.
Completion of the transaction is subject to certain conditions and is targeted
to close in the third quarter of 2005.




**Note
10:** **Commitments
and Contingencies**




The
Company has commitments under an operating lease agreement for furnished office
space in New York City. In addition to rent, the Company and its subsidiaries
are responsible for operating costs, real estate taxes and insurance. As of the
date of these financial statements, the future minimum annual rental commitment
under this lease which expires on December 31, 2005 is $36,000. Rent expense
under the operating lease was $15,000 and $0 for the years ended
December 31, 2004 and 2003, respectively.






F-10


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




During
the two most recent fiscal years and during the interim period from December 31,
2003 until June 30, 2004, the Registrant has not had any disagreements with
the Auditor on any matter of accounting principles or practices, financial
statement disclosure or auditing scope or procedures that would require
disclosure in this Annual Report on Form 10-KSB.




On
September 13, 2004, we dismissed Livingston, Wachtell and Co., LLP
(“Wachtell”) as the independent registered public accounting firm. Effective
upon that date, Berkovits, Lago and Company, LLP (“Berkovits”) was appointed as
the new independent registered public accounting firm. The decision to dismiss
Wachtell and to appoint Berkovits was recommended and approved by our Board of
Directors.


****


**ITEM
8A.** **CONTROLS
AND PROCEDURES**




We
maintain disclosure controls and procedures designed to ensure that information
required to be disclosed in reports filed under the Securities Exchange Act of
1934, as amended, is recorded, processed, summarized and reported within the
specified time period.




Our Chief
Executive Officer and Principal Financial Officer has evaluated the
effectiveness of our controls and procedures related to our reporting and
disclosure obligations as of December 31, 2004, which is the end of the period
covered by this Annual Report on Form 10-KSB. Based on that evaluation, our
Chief Executive Officer and Principal Financial Officer has concluded that our
disclosure controls and procedures are effective.




There
were no changes that occurred during the fiscal year ended December 31, 2004
that have materially affected, or are reasonable likely to materially affect,
our internal controls over financial reporting.


****


**ITEM
8B.** **OTHER
INFORMATION**




All
information required to be disclosed in a Current Report on Form 8-K during the
fourth quarter of our 2004 fiscal year has been reported.




11


****


**PART** **III**


****


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




The
members of our board of directors serve for one year terms and serve until their
successors have been elected. The officers serve at the pleasure of the board of
directors. Information as to our current directors and executive officers is as
follows:




**Name**
    
    **Age**
    
    **Positions
      with the Company**Jack
      Kachkar
    
    42
    
    Chairman,
      President, Secretary, Chief Financial Officer and
  DirectorJay
      Green
    
    55
    
    Executive
      Vice President and Director


Dr. Jack
Kachkar, age 42, is the Chairman, President, Secretary, Chief Financial Officer
and a Director of the Company. Dr. Kachkar is also the Chairman, Chief Executive
Officer and Director of Inyx, Inc., a publicly traded specialty pharmaceutical
company which is listed on the NASD Over-the-Counter Bulletin Board (“Inyx”).
Dr. Kachkar is a medical doctor with experience as an executive within the
pharmaceutical and health industries. In addition to his experience in providing
consulting and advisory services within these industries, Dr. Kachkar has
founded and assisted in the acquisition of a number of pharmaceutical companies
focused on the commercialization and manufacturing of pharmaceutical products,
including the Miza Pharmaceuticals group of companies. The Miza Pharmaceuticals
group of companies were reorganized and sold through bankruptcy proceedings. He
also founded a European based medical publishing company, K&T Publishing.
Dr. Kachkar earned his medical degree in December 1995 from the English Language
Medical Program at Semmelweis Medical University in Budapest, Hungary.




Jay M.
Green, age 55, is Executive Vice-President and a Director of the Company. Mr.
Green also presently serves as the Executive Vice President and Director of
Inyx, Inc. Mr. Green has more than twenty years of business and financial
experience, including serving as a corporate officer, with New York and American
Stock Exchange-listed companies. Prior to joining Inyx, Mr. Green was a Managing
Director of Ducan Capital, LLC, a merchant banking/investment banking firm, and
BlueFire Partners, a capital markets advisory firm. Prior to that, he was Vice
President with Unapix Entertainment, Inc., a publicly traded company on the
American Stock Exchange, that filed for bankruptcy; a Vice President with Paxar
Corp, a publicly traded company listed on the New York Stock Exchange; and a
Vice President with Seitel, Inc., which was listed on both the American and New
York Stock Exchanges during his tenure.




**Director
Compensation**




The
Company does not currently compensate its directors.




AuditCommittee




We do not
have a separate Audit Committee. Our full Board of Directors performs the
functions usually designated to an Audit Committee. We do not currently have an
Audit Committee financial expert serving on its Audit Committee because it
believes that the time and expense associated with locating such financial
expert is not justified during the time that the Company remains in the
development stage and its relatively limited financial resources.




**Governance**




As we are
not listed on a national stock exchange, we are not subject to the
implementation of certain requirements of the corporate governance
requirements mandated by The Sarbanes-Oxley Act of 2002 as of the date of this
filing.




12




**Code
of Ethics**




We have
not adopted a formal ethics policy for our chief executive officer or senior
financial officers, due to our status as a Bulletin Board Company with only
two management personnel. We believe that our Board can successfully
oversee and manage our existing officers and employees. However, we believe that
an ethics policy is important and intend to consider adopting such a policy in
the future.




**Compliance
with Section 16(a)**




The
Company does not file reports pursuant to Section 12 of the Securities
Exchange Act of 1934, as amended, and its officers, directors, and 10%
shareholders are not required to file reports under Section 16(a) of the
Securities Act.


****


**ITEM
10.** **EXECUTIVE
COMPENSATION**




The
Company currently does not compensate its executive employees.




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




The
following table sets forth information regarding the beneficial ownership of our
shares of common stock at May 16, 2005 by (i) each person known by us to be
the beneficial owner of more than 5% of our outstanding shares of common stock,
(ii) each of our directors, (iii) our executive officers, and
(iv) by all directors and executive officers as a group. Each person named
in the table has sole voting and investment power with respect to all shares
shown as beneficially owned by such person.




**Name
      & Address**
    
    **Number
      of Shares Owned**
    
    
    **%
      Ownership**First
      Jemini Trust
    
    
    5,086,600
    
    (1
    )
    
    37.29
    %Larry
      Stockhamer Trustee76
      Sanibel CrescentThornhill,
      Ontario L4J 8K7Karver
      Capital Holding Ltd.
    
    
    2,336,659
    
    (2
    )
    
    17.13
    %104
      West Shore DrivePutnam
      Valley, NY 10579Viktoria
      Benkovitch
    
    
    1,076,802
    
    (3
    )
    
    7.89
    %Unit
      1210-445 Grand Bay DriveKey
      Biscayne, FL 33149Jay
      M. Green825 Third Avenue, 40th FloorNew York, NY
    10022
    
    
    --
    
    
    
    
    --Jack
      Kachkar825 Third Avenue, 40th FloorNew York, NY
    10022
    
    
    --
    
    
    
    
    --All
      officers and directors as a group (2 persons)
    
    
    --
    
    
    
    
    --8,500,061


(1) First
Jemini Trust is a discretionary family trust for the benefit of our Chairman and
President, his spouse, Ms. Viktoria Benkovitch and family members. Such
beneficiaries possess no right to the Trust and therefore have no direct
beneficial ownership of shares held by the Trustee.




(2)
Karver Capital Holding, Ltd., (“Karver”), is a private investment holding
company incorporated in the British Virgin Islands of which, Mr. Green, our
Executive Vice President and Dr. Kachkar’s spouse, Ms. Viktoria Benkovitch,
are co-owners.




(3)  Ms.
Viktoria Benkovitch is the spouse of Dr. Kachkar, our Chairman and
President. Dr. Kachkar disclaims beneficial ownership over the shares owned by
Ms. Benkovitch.




13
 
 ****
 **I** **TEM
12.** **CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS**




Mr. Green
and Dr. Kachkar’s spouse, Viktoria Benkovitch, are co-owners of Karver
Capital Holding, Ltd., (“Karver”), a private investment holding company
incorporated in the British Virgin Islands.




The
Company’s subsidiary, MDRX, leases its office space in New York from an
affiliated company, Inyx, Inc. where Dr. Kachkar and Mr. Green are
executive offices and directors. The annual rent for the office was $30,000 for
2004 and $36,000 for 2005.




Dr.
Kachkar provides funding on an ongoing basis for the Company’s working capital
requirements and these amounts are included in the Company’s liabilities. At
December 31, 2004, the total owing to Dr. Kackhar was approximately $84,000. The
Company records interest on the outstanding amount at 7% per annum.


****


**ITEM
13.** **EXHIBITS**




2.1
    
    Asset
      Purchase Agreement dated September 13, 2004 (incorporated by reference to
      Form 8-K filed September 17, 2004)3.1
    
    Amended
      and Restated Certificate of Incorporation of Medeorex, Inc. (incorporated
      by reference to Form 8-K filed September 29, 2004)3.2
    
    Amended
      and Restated Bylaws of Medeorex, Inc. (incorporated by reference to the
      Company's Registration Statement on Form SB-2, file number
      333-46828).4.1
    
    Specimen
      Common Stock Certificate (incorporated by reference to the Company's
      Registration Statement on Form SB-2, file number
    333-46828).10.1
    
    Agreement
      and Mutual General Release (incorporated by reference to Form 8-K filed on
      April 21, 2005)10.2
    
    Share
      Exchange Agreement between Clixtix and Medeorex (incorporated by reference
      to Form 8-K filed September 17, 2004)10.3
    
    Share
      Exchange Agreement between Phyllis Maxwell and First Jemini Trust
      (incorporated by reference to Form 8-K filed September 17,
      2004)21.1
    
    Subsidiaries
      of the Registrant.23.1
    
    Consent
      of Livingston, Wachtell & Co., LLP Certified Public Accountants31.1
    
    Rule
      13a-14(a)/Rule 15d-14(a) Certification of Chief Executive Officer and
      Principal Financial Officer.32.1
    
    Certification
      pursuant to Section 1350 of Chapter 63 of Title 18 of the United States
      Code.


****


**ITEM
14.** **PRINCIPAL
ACCOUNTANT FEES AND SERVICES**




The Board
of Directors has appointed Berkovits, Lago & Company, LLP as the
Company’s independent auditor’s for 2004.




During 2004,
Berkovits, Lago & Company, LLP has not billed the Company for any
services described below:




**Audit
Fees**




Livingston,
Wachtell & Co., LLP’s fees for the review of interim financial statements
for the quarters ended June 30, 2004, and audit for the year ended
2003, were $13,500.




**Audit
Related Fees**




Our
auditors did not bill any additional fees for assurance and related services
that are reasonably related to the performance of the audit or review of our
financial statements.




**Tax
Fees**




The
aggregate fees billed for professional services by our auditors for tax
compliance, tax advice, and tax planning were $0 and $0 for the fiscal years
ended December 31, 2004 and 2003




**All
Other Fees**




The
aggregate fees billed by our auditors for all other non-audit services, such as
attending meetings and other miscellaneous financial consulting, for the fiscal
years ended December 31, 2004, and 2003 were $0 and $0,
respectively.







14


****


**SIGNATURES**




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





**MEDEOREX,
      INC.**June 7, 2005
    By:
    /s/ Jack KachkarJack Kachkar
      Chief Executive Officer, Principal Financial
      Officer
      Secretary and
Director


June 7, 2005
    By:
    /s/ Jay GreenJay Green
      Executive Vice President and
Director









15