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

                                   FORM 10-KSB

   |X| ANNUAL REPORT UNDER PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED MARCH 31, 2005

                                       OR

|_| 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: 0-32065

                               CHISTE CORPORATION
        (Exact name of small business issuer as specified in its charter)

                Nevada                                     86-0965692
     (State or other jurisdiction of                     (IRS Employer
      incorporation or organization)                   Identification No.)

            936A Beachland Boulevard, Suite 13, Vero Beach, FL 32963
                    (Address of principal executive offices)

                                 (772) 231-7544
                           (Issuer's telephone number)

       SECURITIES REGISTERED UNDER SECTION 12(b) OF THE EXCHANGE ACT: NONE

         SECURITIES REGISTERED UNDER SECTION 12(g) OF THE EXCHANGE ACT:
                    Common Stock, Par Value $0.001 Per Share

                                (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 the past 90 days.
                                                                 YES |X| NO |_|.

      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 Form 10-KSB
or any amendment to this Form 10-KSB. |X|

      Issuer's revenues for its most recent fiscal year: $0

      As of May 17, 2005, 9,396,629 shares of the registrant's common stock were
outstanding. The aggregate market value of the voting common equity held by
non-affiliates (based on the closing bid price of such stock of $0.25 as
reported on May 17, 2005 by the NASD Over-the-Counter Bulletin Board) was
approximately $1,986,250.

                      DOCUMENTS INCORPORATED BY REFERENCE:

                                      None

           Transitional Small Business Disclosure Format (Check One):

                                 Yes |_| No |X|


<PAGE>








                                TABLE OF CONTENTS

Item Number and Caption                                                     Page

PART I

Item 1.    Description of Business...........................................  1

Item 2.    Description of Properties......................................... 10

Item 3.    Legal Proceedings................................................. 10

Item 4.    Submission of Matters to a Vote of Security Holders............... 10

PART II

Item 5.    Market for Common Equity and Related Stockholder Matters.......... 11

Item 6.    Management's Discussion and Analysis or Plan of Operations........ 13

Item 7.    Financial Statements.............................................. 18

Item 8.    Changes in and Disagreements With Accountants on Accounting and
                    Financial Disclosure..................................... 18

Item 8A.   Controls and Procedures........................................... 18

PART III

Item 9.    Directors, Executive Officers, Promoters and Control Persons;
                    Compliance with Section 16(a) of the Exchange Act........ 19

Item 10.   Executive Compensation............................................ 22

Item 11.    Security Ownership of Certain Beneficial Owners and Management... 24

Item 12.   Certain Relationships and Related Transactions.................... 25

Item 13.   Exhibits and Reports on Form 8-K.................................. 27

Item 14.   Principal Accountant Fees and Services ........................... 29

<PAGE>

                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS

Summary and Recent Developments

      Chiste Corporation (referred to herein as the "Company", "Chiste", "we",
"our", or "us") was incorporated in Nevada in July 1999 as TSI Handling, Inc.
("TSIH"). Dyna-Cam Engine Corporation, our predecessor, was originally
incorporated in California in 1993 ("DCEC California"). Effective March 31,
2000, TSIH acquired all of the assets of DCEC California and shortly thereafter
the Company changed its name to Dyna-Cam Engine Corporation ("Dyna-Cam").

      Dyna-Cam was in the business of developing an axial cam-drive, free piston
design, internal combustion engine. We financed some of the Dyna-Cam engine
development by borrowing from Aztore Holdings, Inc. ("Aztore"). On June 30,
2003, the Company disposed of all the Dyna-Cam operating assets (the "Asset
Disposition"). Upon closing the Asset Disposition, resulting in a change of
control, Aztore Holdings, Inc. ("Aztore") became the Company's controlling
stockholder.

      As a result of the Asset Disposition, the Company no longer had any
meaningful business assets, operations or sources of revenue. The Company plans
to pursue and negotiate a business combination or other strategic transaction.
Ultimately, the continuation of the Company as a going concern is dependent upon
the establishment of profitable operations. Because the achievement of these
plans is dependent on future events, there can be no assurance that future
profitable operations will occur as planned.

      To further this business plan, on April 2, 2004, at a special meeting of
the Company's stockholders, the stockholders voted to change the Company's name
to Chiste Corporation. In addition, stockholders approved a 1-for-50 reverse
stock split of the common shares outstanding, with no impact on the number of
authorized shares, par value, or the common stock warrants outstanding.

      On May 3, 2004, Aztore and Chiste agreed to settle certain secured notes
due Aztore, as well as all other amounts due Aztore, including amounts that
Aztore had earned or may have earned under certain advisory agreements with
Chiste, by issuing Aztore a new secured note (the "New Secured Note") in the
principal amount of $664,500. Pursuant to a Securities Purchase Agreement dated
May 4, 2004 ("SPA"), Chiste sold to Keating Reverse Merger Fund, LLC ("KRM
Fund") an aggregate of 800,000 shares of its common stock at a price of $0.10
per share for a total purchase price of $80,000. Concurrently, KRM Fund
purchased the New Secured Note from Aztore for $360,000, which KRM immediately
converted into 6,645,000 shares of common stock at a conversion price of $0.10
per share (collectively, the "Capital Restructuring Transactions"). The closing
of the Capital Restructuring Transactions became effective May 14, 2004.
Concurrently, the principal executive office of Chiste was moved to 936A
Beachland Boulevard, Suite 13, Vero Beach, FL 32963.

      Under and pursuant to the SPA, (i) Chiste filed an Information Statement
pursuant to Rule 14(f)(1) with the SEC on May 7, 2005; (ii) Lanny R. Lang
resigned as an officer and director; (iii) Kevin R. Keating was appointed as our
Secretary effective May 4, 2004; (iv) Mr. Williams resigned as our President
effective May 26, 2004, the date of filing of Chiste's Annual Report on Form
10-KSB for the fiscal year ended March 31, 2004, and Mr. Keating was appointed
our President as of such date; and (v) effective May 26, 2004, having complied
with Rule 14(f)(1), Kevin R. Keating was appointed a member of our Board of
Directors, and concurrently Mr. Williams resigned from his position as a member
of the Board of Directors.


                                       1
<PAGE>

      Currently, Chiste has no meaningful business assets, operations or sources
of revenue. The Company plans to pursue and negotiate a business combination,
and had executed an Agreement and Plan of Merger on September 21, 2004 with ICON
Textile Laser Systems, Inc. ("ICON"), a manufacturer and marketer of a complete
line of laser equipment systems for the textile and apparel finishing industry
located in Vernon, California. Completion of the merger was conditioned upon,
among other things, Chiste completing a private placement offering in an amount
not less than $2,250,000. Chiste did not raise any money under the private
placement offering, and the placement offering was terminated on October 31,
2004, without extension by Chiste and the placement agent. On November 17, 2004
Chiste and ICON entered into a Mutual Termination Agreement to terminate the
Merger Agreement and abandon the Merger.

      Chiste plans to continue to pursue a business combination with an
operating company. Ultimately, the continuation of Chiste as a going concern is
dependent upon the establishment of profitable operations. Because the
achievement of these plans in dependent on future events, namely, a business
combination with an operating company, there can be no assurance that future
profitable operations will occur as planned.

      The accompanying financial statements include a "going concern"
explanatory paragraph from our accountants.

Exchange Agreement with HydroGen, LLC

      On May 13, 2005, Chiste entered into an Exchange Agreement ("Exchange
Agreement") with HydroGen, LLC, an Ohio limited liability company ("HydroGen"),
certain members of HydroGen owning approximately 69.7% of HydroGen's currently
outstanding membership interests, and Keating Reverse Merger Fund, LLC ("KRM
Fund"). Under the Exchange Agreement, Chiste will, at closing, acquire all of
the outstanding membership interests of HydroGen ("Interests") from the members
of HydroGen ("HydroGen Members"), and the HydroGen Members will contribute all
of their Interests to Chiste. In exchange, Chiste will issue to the HydroGen
Members shares of Series B Convertible Preferred Stock, par value $0.001 per
share, of Chiste ("Preferred Shares"), with each Preferred Share being
convertible into 185.35215 shares of Chiste's common stock ("Conversion
Shares"). As a condition of the closing of the transactions under the Exchange
Agreement ("Closing"), all of the current members of HydroGen must execute or
join the Exchange Agreement and agree to receive Preferred Shares in exchange
for their Interests. Following the Closing, HydroGen, LLC will continue as a
wholly-owned subsidiary of Chiste.

      Among the conditions to the Closing of the exchange transaction
("Exchange"), HydroGen will raise a minimum of $5,000,000 and a maximum of
$10,000,000 in a private placement offering of Interests ("Placement") to
accredited investors ("HydroGen Investors"). The holders of HydroGen's
$2,000,000 of outstanding convertible bridge notes may convert their principal
balances into Interests under the private placement, but any conversions will
not count towards the minimum offering amount.

      The consummation of the Placement is contingent on the completion of the
Exchange and an additional $7,000,000 being invested in Preferred Shares of
Chiste, promptly following the Exchange, by certain institutional investors
("Institutional Investors"). The proposed investment by the Institutional
Investors ("Investment") will involve the purchase of Preferred Shares directly
from Chiste promptly after the Exchange, and the purchase price of the Preferred
Shares received by HydroGen Investors in the Placement as a result of the
exchange of their Interests will be the same as the purchase price of the
Preferred Shares paid by the Institutional Investors in the Investment.

      Upon completion of the Exchange, the Placement and the Investment, the
Preferred Shares issued by Chiste to the HydroGen Members, the HydroGen
Investors and the Institutional Investors will represent in the aggregate
95.175% of Chiste's issued and outstanding shares of common stock on a fully
diluted and as-converted basis (without giving effect to certain outstanding
Chiste warrants that will expire June 30, 2005). Accordingly, the current
stockholders of Chiste will own 4.825% of the outstanding common stock (or,
9,396,629 shares of Chiste common stock) immediately after completion of these
transactions on a fully diluted and as-converted basis.


                                       2
<PAGE>

      At or prior to the closing of the Exchange, Chiste will also enter into a
certain financial advisory agreement with Keating Securities, LLC ("Keating
Securities"), a registered broker-dealer, under which Keating Securities will be
compensated by Chiste for its advisory services rendered to Chiste in connection
with the Exchange. The transaction advisory fee will be $325,000, with the
payment thereof being subject to the closing of the Exchange. Keating
Securities, LLC is an affiliate of Keating Investments, LLC, the managing member
of KRM Fund, our controlling stockholder.

      The transactions under the Exchange Agreement are presently anticipated to
close by June 30, 2005. However, there is no assurance that the transactions
contemplated under the Exchange Agreement will be completed.

      HydroGen is a development stage company, organized in 2001 and established
as a limited liability company in January 2002. One of the founding members
contributed various intellectual property assets and technologies which it had
acquired from Westinghouse Electric Corporation, some of which were developed
under a Department of Energy (DOE) sponsored research and development program.

      HydroGen was established to be a developer of multi-megawatt fuel cell
systems utilizing its proprietary 400 kilowatt (kW) phosphoric acid fuel cell
(PAFC) technology. HydroGen is positioning itself to compete in the rapidly
growing distributed generation market, by offering complete fuel cell systems in
the 6-30 megawatt (MW) range at prices that HydroGen's management believes will
be competitive with incumbent generating technologies in this size class, and
significantly lower than other fuel cell technologies.

      HydroGen's technology and approach are unique because air-cooled PAFC fuel
cells are used, and the individual fuel cell stacks are detached from the
hydrogen source. HydroGen's management believes this approach will result in
significant cost savings, since air-cooled stacks are inherently simple to
manufacture, and because HydroGen's fuel cell power plants can utilize either
mature, large-scale hydrogen plant technology or existing hydrogen
infrastructure to supply hydrogen to the fuel cell stacks.

      HydroGen's products provide close to zero-emission, net water-generating,
reliable, high-quality electric power from hydrogen. These products address
directly the problems associated with the current inefficient, centralized,
combustion-based energy system by offering economically competitive fuel cell
systems that will accelerate market entry of the "hydrogen economy."

      Target markets for HydroGen systems include the general industrial
cogeneration market, grid support and distributed generation for utilities,
educational and municipal institutions seeking clean power, and niche markets
associated with the existing global hydrogen production infrastructure. HydroGen
has done extensive market research, supported in part by the DOE, and is working
in partnership with major industrial gas companies, utilities, chemicals
companies, and select government facilities to identify project locations for
HydroGen's early series of units.

      Hydrogen's intellectual property includes certain rights and manufacturing
assets for the 400 kW, air-cooled PAFC technology developed by Westinghouse and
represented by a revocable, non-exclusive license to use all technology
developed pursuant to the DOE sponsored program. In addition, Westinghouse
undertook its own development of module designs and manufacturing plans, and
constructed a manufacturing facility and working prototype module. During this
manufacturing and prototype program, Westinghouse privately developed recipes,
processes and plans for designing and manufacturing phosphoric acid fuel cells.
That intellectual property, maintained by Westinghouse as trade secrets, has
been transferred to the HydroGen along with all of Westinghouse's rights to the
technology developed under the DOE research and development program, and has
since been maintained as closely held secrets.

      Most of HydroGen's core intellectual property has been maintained as trade
secrets, which are kept in the form of drawings, recipes, process descriptions
and other writings. HydroGen has kept, and intends to continue to keep, these
secrets closely guarded, distributing them on a need to know basis only, and
implementing strict confidentiality and non-use agreements when disclosure is
necessary.


                                       3
<PAGE>

      Although most of the core technology has been maintained as trade secrets,
Westinghouse applied for and received patents from time to time related to the
technologies. These were all subsequently assigned to the DOE. A non-exclusive
license to use these patents has been assigned, to HydroGen. Although, most of
the DOE patents have expired or were allowed by the DOE to lapse, the DOE did
maintain four key patents, which remain in effect today. HydroGen has submitted
an application to the DOE for an exclusive license for the continuing patents.
The application is now under DOE review, which review includes a 30 day public
comment period before the DOE can grant the exclusive license. If the DOE is
unable to grant the exclusive license, HydroGen will be able to continued use
the patents on a non-exclusive, licensed basis.

      HydroGen occupies approximately 30,000 square feet of manufacturing
facilities in Jefferson Hills, PA (near Pittsburgh), and operates them as its
pilot manufacturing plant. Hydrogen intends to use some of the capital it
proposes to raise to increase the production capacity of this facility from the
current 2MW/year capacity to 4-5 MW/year. The facility includes production
equipment for the electrodes, graphite plates, stacks, and various non-repeating
components of the fuel cells and fuel cell stacks. The long-term plan is to
expand production by deploying an automated manufacturing plant capable
initially of producing 25MW (62 modules) per year, and later 100MW (250 modules)
per year.

      HydroGen's business model is to sell on a turnkey basis 6-30MW power
plants, based on a standardized 2MW power island consisting of five of its 400kW
modules. Additionally, HydroGen plans to generate recurring revenues from the
sale of operations and maintenance services and ongoing lease revenues for the
400kW modules which must be replaced every 40,000 hours initially.

      There are many risks associated with the business of HydroGen, some of
which are indicated below. HydroGen is a development stage company with a
limited operating history on which it may be analyzed. HydroGen will be exposed
to all the risks of establishing a new business in a developmental field,
including finding appropriate personnel, managing development of its products
and marketing efforts, and managing its capital resources and future funding.
The intellectual property rights held by Hydrogen may require additional
development which may require additional unplanned expense, and solving
unanticipated engineering problems. HydroGen does not have experience in
manufacturing fuel cell power plants on a commercial basis, and therefore, it
may not be able to achieve market driven production standards and production
volumes required to operate cost effectively. The principal intellectual
property rights were developed by Westinghouse and the DOE, and there are some
uncertainties as to the sufficiency and scope of those rights evidenced in the
change of assignments and licenses. Others may assert interests in the HydroGen
intellectual property rights which may impede or limit HydroGen's ability to
capitalize on them. There could be barriers to obtaining customers because
electric utility companies charge fees to industrial customers for disconnecting
from the grid, for using less electricity or using the grid as a backup source.
Because the HydroGen technology is new, it may not be readily accepted in the
market place. HydroGen will require substantial capital to fully develop its
business plan, which capital may not be available in the future or might be
available only on terms that are not economic or subject to many conditions and
limitations. From time to time and for various aspects of its operations,
HydroGen will need to obtain permits and other government approvals which if not
obtained on a timely basis will cause additional costs or limit or prevent
required operations. There is much competition in the energy industry from
conventional sources (i.e. combustion power generation manufacturers and
renewable energy developers) and new alternative technologies (i.e. molten
carbonate fuel cells, solid oxide fuel cells, and biomass energy sources), all
of which will impact on HydroGen's ability to obtain a market presence and win
customers. Any one or more of the above identified risks may affect the business
operations adversely or require capital that may not be available when required,
with the effect of an adverse economic impact on HydroGen and a loss of value in
an investment in the parent holding company.

      Reference is hereby made to the Current Report on Form 8-K dated May 13,
2005 filed by Chiste with the U.S. Securities and Exchange Commission ("SEC") on
May 18, 2005, which Report is hereby incorporated by reference.


                                       4
<PAGE>

History

      Prior to the disposition of the Dyna-Cam assets as discussed above, we
were in the business of developing an axial cam-drive, free piston design,
internal combustion engine. We financed some of this development by borrowing
from Aztore under a secured line of credit agreement (the "LOC"). On January 4,
2003, Aztore made formal demand for immediate payment of its notes due under the
LOC and further formally notified us of its intent to take further actions to
collect the obligations due. In accordance with the LOC, Aztore advanced
additional funds to maintain, store and protect its collateral while we were
seeking a buyer or other alternative. Aztore also lent us money to maintain our
corporate status.

      On April 23, 2003, Aztore notified the required creditors of its intent to
sell the Dyna-Cam assets under the terms of the LOC and Article 9 of the Uniform
Commercial Code. Pursuant to a Disposition of Collateral and Settlement
Agreement dated June 30, 2003, Aztore acquired and disposed of all of the
Dyna-Cam assets in a negotiated transaction. Aero Marine Engine Corp. was the
purchaser (the "Purchaser"). We received total consideration of $972,511 for the
Dyna-Cam assets, in the form of cash, debt assumption and shares of common stock
of the Purchaser. Cash in the amount of $438,160, the pledge of a $20,500
certificate of deposit, and the stock of the Purchaser, valued at $5,600, were
paid to Aztore and the remaining cash proceeds were paid to several of our other
secured creditors. Based upon our inability to raise capital, the stage of
development of our operations and the extended efforts to sell the Dyna-Cam
assets with limited interest, the consideration received was considered fair by
both Aztore and our Board of Directors.

      At the time of the Asset Disposition, Patricia J. Wilks and Dennis C.
Palmer, each a Dyna-Cam officer and director and a major stockholder, held an
aggregate of approximately 2% of the outstanding equity of the Purchaser. In
connection with the closing of the Asset Disposition, we entered into a
Settlement and Release Agreement with Ms. Wilks and Mr. Palmer, which provided
for the mutual release of any claims between the Company, Ms. Wilks and Mr.
Palmer, excluding certain wage claims of Ms. Wilks and Mr. Palmer. We also
preserved our rights to confidentiality, non-competition, non-solicitation and
non-interference from Ms. Wilks and Mr. Palmer. These rights were assigned to
the Purchaser as a part of the Asset Disposition. Subsequently, Ms. Wilks and
Mr. Palmer separately sold all of their ownership interests in the Company, both
direct and indirect, and all their other claims to Aztore. The Company had no
funds and it was agreed that Aztore could proceed with these stock purchase
transactions. The purchase of these shares gave Aztore control of the Company as
of July 1, 2003.

      Upon closing the Asset Disposition, Danny R. Hyde resigned as a director
and Jack E. Dahl resigned as Dyna-Cam's President and a director. Their
resignations were a result of the cessation of Dyna-Cam's operations and were
not a result of any disagreement with operations, policies or practices. These
resignations left two directors, Michael S. Williams and Lanny R. Lang, who was
also appointed as our Secretary. Prior to the Asset Disposition, Aztore
controlled approximately 11.3% of our outstanding voting stock on a fully
diluted basis. After the Asset Disposition and other related transactions,
Aztore became our controlling stockholder and held, directly and indirectly,
599,693 shares or 70.6% of our outstanding common stock at March 31, 2004.

      Prior to the Asset Disposition, we had entered into a Retention and
Settlement Agreement with Mr. Dahl, Dyna-Cam's then President. Under this
agreement, Mr. Dahl would be paid a cash fee of $50,000, plus 20,000 shares of
common stock, in complete settlement of any claim on Dyna-Cam's books at that
time, upon a major fundraising or a sale of our assets or business. Upon the
Asset Disposition, Mr. Dahl's was paid the cash fee and stock grant. In
addition, an Existing Stockholder Rights Agreement, wherein certain stockholders
were granted anti-dilution and certain other rights, was terminated effective
June 30, 2003 and all stock options issued under our Equity Incentive Plan were
terminated by mutual agreements and settlements, both events as a result of the
Asset Disposition transactions.


                                       5
<PAGE>

      Immediately following the Asset Disposition, Aztore reinstated and amended
the secured line of credit ("LOC"), which had been in default, reducing the
amount of the LOC to $250,000. On August 30, 2003, Aztore agreed to further
amend the LOC to increase the LOC to $800,000 and extend the maturity to March
31, 2006 (collectively, the "Amended LOC Agreement"). We issued secured notes
under the Amended LOC Agreement ("Secured Notes") totaling approximately
$566,500 to pay all of the unsecured debt, accrued interest and other
liabilities due to Aztore as of August 30, 2003. In its sole discretion, Aztore
could advance funds under the Amended LOC Agreement, if necessary, to settle
remaining unpaid unsecured creditor claims and to pay ongoing operating
liabilities. Aztore agreed to lower the interest rate from 18% to 10% per annum
on the Secured Notes issued under the Amended LOC Agreement. In addition, Aztore
waived its monthly consulting fees due under its Advisory Agreement retroactive
to July 1, 2003. Pursuant to the Amended LOC Agreement, the Secured Notes are
convertible into shares of common stock.

      On April 2, 2004, at a special meeting our stockholders approved a reverse
stock split (the "Reverse Split"). Under the Reverse Split, one share of common
stock was issued for each fifty shares previously outstanding (1-for-50), with
no impact on the number of authorized shares, the par value, or the common stock
warrants outstanding. Stockholders holding less than 5,000 shares of common
stock but more than 100 shares received 100 shares after the Reverse Split.
Stockholders holding less than 100 shares of common stock were not affected by
the Reverse Split. No fractional shares were issued; all fractional share
amounts were rounded up to the nearest whole share. Management had no intention
to take Chiste private because of the Reverse Split or otherwise. All share
amounts in the accompanying financial statements and this Form 10-KSB have been
restated to give retroactive effect to the Reverse Split.

      The Reverse Split did not impact the number or exercise price of our
outstanding warrants. The warrants continue to be callable at anytime for $.0001
per warrant. The warrants were to expire on June 30, 2004, but the board of
directors extended the expiry of the warrants until June 30, 2005.

      On May 3, 2004, as an inducement to KRM Fund to enter into the SPA, we
agreed to settle the aggregate of $725,925 of Secured Notes due Aztore under the
Amended LOC Agreement, including $44,918 of accrued interest, by issuing Aztore
a New Secured Note for $664,500. This Settlement Agreement also released Chiste
from all future amounts due Aztore, which Aztore has earned or may earn,
including investment banking fees, warrant exercise fees and any other fees and
reimbursements under its Advisory Agreement. As another condition of this
settlement, Aztore assumed other liabilities totaling $42,030 ("Other
Liabilities") and agreed to indemnify and hold Chiste harmless from claims,
expenses and or liabilities relating to the Other Liabilities.

      On May 4, 2004, pursuant to the SPA, we sold to KRM Fund an aggregate of
800,000 shares of common stock at a price of $0.10 per share for a total
purchase price of $80,000. Concurrently, KRM Fund purchased the New Secured Note
from Aztore, which KRM immediately converted into 6,645,000 shares of our common
stock. Upon closing the Capital Restructuring Transactions, KRM owned 7,445,000
shares or 89.6% of our then issued and outstanding common stock. The closing of
the Capital Restructuring Transactions became effective May 14, 2004.
Concurrently, the principal executive office of Chiste was moved to 936A
Beachland Boulevard, Suite 13, Vero Beach, FL 32963.

      Under and pursuant to the SPA, (i) Chiste filed an Information Statement
pursuant to Rule 14(f)(1) with the SEC on May 7, 2005; (ii) Lanny R. Lang
resigned as an officer and director; (iii) Kevin R. Keating was appointed as our
Secretary effective May 4, 2004; (iv) Mr. Williams resigned as our President
effective May 26, 2004, the date of filing of Chiste's Annual Report on Form
10-KSB for the fiscal year ended March 31, 2004, and Mr. Keating was appointed
our President as of such date; and (v) effective May 26, 2004, having complied
with Rule 14(f)(1), Kevin R. Keating was appointed a member of our Board of
Directors, and concurrently Mr. Williams resigned from his position as a member
of the Board of Directors. Mr. Keating is the father of Timothy J. Keating, the
Managing Member of KRM Fund. Kevin R. Keating has no ownership interest in KRM
Fund and exercises no control over KRM Fund.

      In connection with the closing of the SPA, an unrelated judgment creditor
entered into a release and settlement agreement dated April 28, 2004 pursuant to
which the judgment creditor agreed to convert its $24,500 liability into 245,000
shares of common stock.


                                       6
<PAGE>

Employees

      Since June 30, 2003, we have not had any employees. Our sole officer and
director, Kevin R. Keating, serves in such capacities without salary or bonus.
Upon accepting his position as an officer and director in May 2004, we issued
400,000 shares of our common stock to Mr. Keating as compensation for services
valued at $40,000.

      In June 2004, we have entered into a contract with Vero Management, LLC
("Vero") for managerial and administrative services. Vero has not been engaged
to provide, and Vero does not render, legal, accounting, auditing, investment
banking or capital formation services. Vero is owned and managed by Mr. Keating.
We pay Vero $1,000 per month for services provided to us.

Risk Factors

      Since the Asset Disposition, we have no material assets, liabilities or
ongoing operations. Nevertheless, we believe that we may be able to recover some
value for our shareholders by the adoption and implementation of a plan to seek,
investigate and, if the results of the investigation warrant, effectuate a
business combination with a suitable privately-held company that has both
business history and operating assets. Our potential success will be primarily
dependent on the efforts and abilities of our new management team, who will have
virtually unlimited discretion in searching for, negotiating and entering into a
business combination transaction.

      Accordingly, an investment in our common stock involves investment risks
and the possibility of the loss of an investor's entire investment. A
prospective investor should evaluate all information about us and the risk
factors discussed below in relation to his financial circumstances before
investing in us.

            1. No Current Operating Business. We currently have no relevant
operating business, revenues from operations or assets. Our business plan is to
seek a merger or business combination with an operating business. We face all of
the risks inherent in the investigation, acquisition, or involvement in a new
business opportunity. An investor's purchase of any of our securities must be
regarded as placing funds at a high risk in a new or "start-up" venture with all
of the unforeseen costs, expenses, problems, and difficulties to which such
ventures are subject.

            2. No Assurance of Success or Profitability. There is no assurance
that we will acquire a suitable and favorable business opportunity in a reverse
merger transaction. In addition, even if we become involved in a business
opportunity, there is no assurance that the business we acquire will generate
revenues or profits, or that the value of our common stock will increase as a
result of the acquired business opportunity.

            3. Possible Business - Not Identified and Highly Risky. Except as
otherwise discussed in this Form 10-KSB with respect to HydroGen, we have not
identified and have no commitments to enter into or acquire a specific business
opportunity and therefore we can disclose the risks and hazards of a business or
opportunity that we acquire only in a general manner, and cannot disclose the
risks and hazards of any specific business or other opportunity that we may
enter into. An investor can expect a potential business opportunity to be quite
risky. Our acquisition of or participation in a business opportunity could
result in a total loss to our investors and stockholders if the target business
is unsuccessful. Further, any investment in us may continue to be highly
illiquid.

            4. Type of Business Acquired. Except as otherwise discussed in this
Form 10-KSB with respect to HydroGen, the type of business that may be acquired
is not identified. Therefore, our investors and stockholders have to rely on our
management to determine which target business to pursue. There are no
controlling parameters of the business to be acquired. Thus, ultimately an
investment will depend on the target business and therefore investors in us will
be subject to all the risks that would be associated with that selected
business. Our management may have the right to approve and authorize a reverse
merger transaction with a target company without obtaining the vote of the
majority of our stockholders.


                                       7
<PAGE>

            5. Impracticability of Exhaustive Investigation. We have limited
funds and lack full-time management which will likely make it impracticable to
conduct a complete and exhaustive investigation and analysis of a business
opportunity before we commit our limited capital and other resources to acquire
a target business. Management decisions, therefore, likely will be made without
detailed feasibility studies, independent analysis, market surveys, and the like
which, if we had more funds available to us, would be desirable. We will be
particularly dependent in making decisions upon information provided by the
promoter, owner, sponsor, or others associated with the business opportunity
seeking to be acquired by us.

            6. Lack of Diversification. Because of our limited financial
resources, it is unlikely that we will be able to diversify our acquisitions or
operations. The inability to diversify our activities into more than one area
will subject our investors and stockholders to economic fluctuations within a
particular business or industry and therefore increase the risks associated with
the investment. We only intend to acquire a single business opportunity and thus
your investment will lack diversification.

            7. Possible Reliance upon Unaudited Financial Statements. We will
require audited financial statements from target companies that we propose to
acquire. No assurance can be given, however, that audited financials will be
available at the closing of the reverse merger transaction. In cases where
audited financials are unavailable, we will have to rely upon unaudited
information received from target companies' management that has not been
verified by outside auditors. We, at the time of acquisition, will be subject to
the reporting provisions of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and thus will be required to furnish certain information about
significant acquisitions, including audited financial statements for any
business that the shell company acquires. Consequently, acquisition prospects
that do not have or are unable to obtain the required audited statements may not
be appropriate for acquisition so long as the reporting requirements of the
Exchange Act are applicable. But, in cases where we have completed a reverse
merger transaction in reliance on unaudited financial statements and audited
statements cannot subsequently be obtained, the continued ability of the
post-transaction company to remain a reporting company and publicly trading will
be in jeopardy and may significantly reduce the value of your investment.

            8. Investment Company Regulation. We do not intend to become
classified as an "investment company" under the Investment Company Act of 1940
(the "Investment Act"). We believe that we will not become subject to regulation
under the Investment Act because (i) we will not be engaged in the business of
investing or trading in securities, and (ii) any acquisition undertaken will
result in the target company obtaining a majority interest in us. Should there
be a requirement to register as an investment company, it would cause
significant registration and compliance costs. Any violation of the Investment
Act will subject us to materially adverse consequences. Should the SEC find that
we are subject to the Investment Act, and order registration under the
Investment Act, we would resist such finding and take steps to avoid such
registration. Irrespective of whether the SEC or we were to prevail in such
dispute about whether or not we are an investment company, however, the damages
and delays would be costly.

            9. Other Regulation. Any acquisition made by us may be of a business
that is subject to regulation or licensing by federal, state, or local
authorities. Foreign companies may also be considered, and be subject to similar
business regulations as are applicable in the United States and also may be
subject to limitations on ownership by foreign persons and entities. Compliance
with such regulations and licensing can be expected to be a time-consuming,
expensive process and may limit our other investment opportunities. We intend to
pursue potential business opportunities in foreign countries, including China,
and as such, such opportunities will be subject to foreign country laws and
regulations affecting foreign investment, business operations, currency
exchange, repatriation of profits, and taxation, which will increase the risk of
your investment.


                                       8
<PAGE>

            10. Dependence upon Management. We will be heavily dependent upon
the skills, talents, and abilities of our management to implement our business
plan. Our management may devote limited time to our affairs, which may be
inadequate for our business, and may delay the acquisition of any business
opportunity considered. Furthermore, management has little experience in
seeking, investigating, and acquiring businesses and will depend upon its
limited business knowledge in making decisions regarding our acquisition of a
business opportunity. Because investors will not be able to evaluate the merits
of possible business acquisitions by us, they should critically assess the
information concerning the management.

            11. Dependence upon Outside Advisors. To supplement the business
experience of management, we may be required to employ accountants, technical
experts, appraisers, attorneys, or other consultants or advisors. Some of these
outside advisors may be our affiliates or their affiliated entities. The
selection of any such advisors will be made by our management without any input
from stockholders.

            12. Conflicts of Interest. Our management has other business
interests to which they will devote primary attention. As a result, conflicts of
interest may arise that can be resolved only through the exercise by them of
their judgment as may be consistent with their fiduciary duties. Our management
will try to resolve conflicts to the best advantage of all concerned, but there
may be times when an acquisition opportunity is given to another entity to the
disadvantage of our stockholders and for which there will be no recourse. It is
also expected that we will engage Keating Securities, LLC, an affiliate of
Keating Investments, LLC, the managing member of our controlling stockholder, to
act as a financial advisor in connection with the reverse merger transaction for
which it may earn a cash and/or equity fee.

            13. Need for Additional Financing. In all likelihood we will need
additional funds to take advantage of any available acquisition business
opportunity. Even if we were to obtain sufficient funds to acquire an interest
in a business opportunity, we may not have sufficient capital to fully exploit
the opportunity. Our ultimate success will depend upon our ability to raise
additional capital at the time of the acquisition and thereafter. When
additional capital may be needed, there can be no assurance that funds will be
available from any source or, if available, that they can be obtained on
acceptable terms.

            14. Borrowing Transactions. There is a possibility that any
acquisition of a business opportunity by us will require borrowing against the
assets of the business opportunity to be acquired, or against the projected
future revenues or profits of the business opportunity. This leverage could
increase our exposure to larger losses. There is no assurance that any business
opportunity acquired through borrowing and leverage will generate sufficient
revenues to cover the related debt and expenses.

            15. No Foreseeable Dividends. We do not intend to pay any dividends.
We do not foresee making any cash distributions in the manner of a dividend or
otherwise.

            16. Loss of Control by Present Management and Stockholders. It is
likely that any acquisition of an operating company will result in a change in
control of the then current directors, officers and the stockholders. Therefore,
our management prior to the acquisition will be changed to those of the target
company and its stockholders, who will then control the combined company. At
that time, our stockholders will be at investment risk for the decisions about
the business by persons that they may not know or have any ability to influence
through a board seat or by the voting mechanism of stockholders.

            17. Dilutive Effects of Issuing Additional Common Stock. In any
reverse merger transaction, for tax reasons and management reasons, the owners
of the target company will be issued a large number of shares of common stock
which will dilute the ownership interest of our current stockholders. In
addition, at the time of the reverse merger, it will be likely that there will
be additional authorized but unissued shares that may be later issued by the
then new management for any purpose without the consent or vote of the
stockholders. The acquisition issuance and additional issuances that may occur
will dilute the interests of our stockholders after the reverse merger
transaction.


                                       9
<PAGE>

            18. Thinly-traded Public Market. Our securities will be very thinly
traded, and the price if traded may not reflect the value of the company.
Moreover, there may be a reverse split of the shares which may not reflect the
value of the company either. There can be no assurance that there will be an
active market for our shares either now or after we complete the reverse merger.
The market liquidity will be dependant on the perception of the operating
business and any steps that its management might take to bring the company to
the awareness of investors. There can be no assurance given that there will be
any awareness generated. Consequently investors may not be able to liquidate
their investment or liquidate it at a price that reflects the value of the
business. If a more active market should develop, the price may be highly
volatile. Because there may be a low price for our securities, many brokerage
firms may not be willing to effect transactions in the securities. Even if an
investor finds a broker willing to effect a transaction in the securities, the
combination of brokerage commissions, transfer fees, taxes, if any, and any
other selling costs may exceed the selling price. Further, many lending
institutions will not permit the use of such securities as collateral for any
loans.

            19. Possible Rule 144 Sales. The majority of our shares currently
outstanding are "restricted securities" within the meaning of Rule 144 under the
Securities Act of 1933, as amended (the "Act"). As restricted shares, these
shares may be resold only pursuant to an effective registration statement or
under the requirements of Rule 144 or other applicable exemption from
registration under the Act and as required under applicable state securities
laws. Rule 144 provides in essence that a person who has held restricted
securities for a period of one year may, under certain conditions, sell every
three months, in brokerage transactions, a number of shares that does not exceed
the greater of 1.0% of a company's outstanding common stock or the average
weekly trading volume during the four calendar weeks prior to the sale. There is
no limit on the amount of restricted securities that may be sold by a
non-affiliate after the restricted securities have been held by the owner for a
period of two years. Current stockholders who own 10% or more of our shares will
likely be deemed an affiliate until 90 days after a reverse merger is completed
with a target company. After such 90-day period, and assuming said shares have
been held for more than two years, these stockholders may be able to sell their
shares without volume restrictions. A sale under Rule 144 or under any other
exemption from the Act, if available, or pursuant to subsequent registrations of
our shares, may have a depressive effect upon the price of our shares in any
market that may develop.

ITEM 2. DESCRIPTION OF PROPERTIES.

      Prior to the Asset Disposition, we leased a 6,000 square foot facility
adjacent to the Torrance Airport in Torrance, California, near Los Angeles on a
month-to-month basis. From June 30, 2003 until May 4, 2004, we operated from
Aztore 's offices in Phoenix, Arizona. Aztore did not charge rent or overhead
for our use of their facility.

      Since May 4, 2004, we operated from the offices of Vero located at 936A
Beachland Boulevard, Suite 13, Vero Beach, FL 32963. We have a management
agreement with Vero under which Vero provides us with managerial and
administrative services in exchange for $1,000 per month.

      We do not own any real or personal property nor do we have any plans to
acquire any real or personal property in the future. We do not own any
significant business operating assets. We do not maintain any policy of
insurance to insure any property or business operations.

ITEM 3. LEGAL PROCEEDINGS.

      We are not aware of any pending or threatened legal proceedings in which
we are involved.

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

      There were no matters submitted to a vote of our stockholders during the
fourth quarter of the fiscal year ended March 31, 2005.


                                       10
<PAGE>

                                     PART II

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

      Our common stock was approved for quotation on September 21, 2001 on
NASD's Over-the-Counter Bulletin Board under the symbol "DYCE". Effective May
14, 2004, our common stock commenced quotation under the symbol "CSTC" to
reflect our name change to Chiste Corporation.

      Our common is traded from time to time on the over-the-counter market, and
quotations may be found on the Over-the-Counter Bulletin Board. Our common stock
trades only sporadically and has experienced in the past, and is expected to
experience in the future, significant price and volume volatility. Our stock is
currently available for trading on NASD's Over-the-Counter Bulletin Board. Based
on information available to us, the quotations below reflect the high and low
bid quotation for our stock on the Over-the-Counter Bulletin Board for the
fiscal years ended March 31, 2004 and 2005. The quotations reflect inter-dealer
prices and do not include retail mark-ups, mark-downs or commissions. The prices
do not necessarily reflect actual transactions. The prices set forth in the
tables below reflect the Reverse Split as described in Item 1. Business
Description, above.

               Fiscal Year ended March 31, 2005            High         Low
               --------------------------------            ----         ---
           First Quarter                                   $5.50       $0.30
           Second Quarter                                  $0.75       $0.30
           Third Quarter                                   $0.55       $0.17
           Fourth Quarter                                  $0.80       $0.20


               Fiscal Year ended March 31, 2004            High         Low
               --------------------------------            ----         ---
           First Quarter                                   $2.00       $1.00
           Second Quarter                                  $4.50       $1.00
           Third Quarter                                   $4.50       $2.50
           Fourth Quarter                                  $4.00       $2.00


      As of May 17, 2005, we had 9,396,629 shares of our common stock
outstanding. There were approximately 224 holders of record of our common stock
at May 17, 2005. In many instances, a record stockholder is a broker or other
entity holding shares in street name for one or more customers who beneficially
own the shares. Our transfer and warrant agent is Computershare Trust Company,
Inc., 350 Indiana Street, Suite 800, Golden, CO 80401. Computershare's telephone
number is (303) 262-0600.


                                       11
<PAGE>

      Chiste has six series of warrants outstanding, with each series comprising
400,000 warrants. The Series A Warrants and Series B Warrants allow the holder
to purchase common stock at $2.00 per share. The Series C Warrants and Series D
Warrants allow the holder of each warrant to purchase one share of common stock
for $4.00. The Series E Warrants and Series F Warrants allow the holder to
purchase common stock at $6.00. Each warrant is callable by Chiste for a price
of $0.0001 per warrant at any time. The Reverse Split approved by stockholders
on April 2, 2004 did not impact number or exercise price of Chiste's outstanding
warrants. The effect of this special treatment of the warrants was to lower the
exercise price of each warrant and to increase the number of shares of common
stock into which each warrant is exercisable. The warrants continue to be
callable at anytime for $.0001 per warrant. These Warrants were amended by the
Company's Board of Directors on June 21, 2004 to extend the expiry date from
June 30, 2004 to June 30, 2005.

      We have neither paid nor declared cash distributions or dividends, and we
do not intend to pay cash dividends on our common stock in the foreseeable
future. We currently intend to retain all earnings, if and when generated, to
finance our operations. The declaration of cash dividends in the future will be
determined by the board of directors based upon our earnings, financial
condition, capital requirements and other relevant factors.

Recent Sales of Unregistered Securities

      During the fiscal year ended March 31, 2004, 111,292 shares of common
stock were issued upon conversion of our Series A Preferred stock and the
remaining shares authorized for this class were returned to undesignated status.
During the fiscal year ended March 31, 2004, we issued 20,000 shares of common
stock to a former director and 20,000 shares to our former President for
services rendered to Chiste.

      On May 4, 2004, pursuant to the SPA, Chiste sold to KRM Fund an aggregate
of 800,000 shares of common stock at a price of $0.10 per share for a total
purchase price of $80,000.

      In connection with the closing of the SPA, an unrelated judgment creditor
entered into a release and settlement agreement dated April 28, 2004 pursuant to
which the judgment creditor agreed to convert its $24,500 liability into 245,000
shares of our common stock.

      In order to fund Chiste's working capital needs, on May 27, 2004, Chiste
sold to KRM Fund 100,000 shares of common stock at a purchase price of $0.10 per
share, for an aggregate consideration of $10,000.

      On May 27, 2004, 400,000 shares of Chiste's common stock were issued to
Kevin R. Keating, Chiste's sole officer and director, as compensation for
services valued by Chiste at $40,000. On May 27, 2004, 100,000 shares of
Chiste's common stock were issued to Bertrand T. Ungar for consulting services
valued by Chiste at $10,000. The stock is valued at a price of $0.10 per share,
which is same the per share value of the cash purchases of common stock in the
transactions mentioned above, which occurred contemporaneously. The Company
considers this to be the best estimate of the fair value of the non-cash
transaction.

      On November 19, 2004, 100,000 shares of Chiste's common stock were issued
to a financial consultant for services valued by Chiste at $10,000. The stock is
valued at a price of $0.10 per share, which is the best estimate of the fair
value of the non-cash transaction.

      On April 4, 2005, 135,000 shares of Chiste's common stock were issued to a
financial consultant for services valued by Chiste at $13,500. The stock is
valued at a price of $0.10 per share, which is the best estimate of the fair
value of the non-cash transaction.

      Chiste has agreed to grant "piggyback" registration rights to KRM Fund,
Kevin R. Keating and the financial consultant with respect to the above shares
issued by Chiste.


                                       12
<PAGE>

      In connection with the above stock issuances, Chiste did not pay any
underwriting discounts or commissions. None of the sales of securities described
or referred to above was registered under the Securities Act of 1933, as amended
(the "Securities Act"). Each of the purchasers fell into one or more of the
categories that follow: an existing shareholder of Chiste, a creditor of Chiste,
a current or former officer or director of Chiste, a service provider to Chiste,
or an accredited investor with whom Chiste or an affiliate of Chiste had a prior
business relationship. As a result, no general solicitation or advertising was
used in connection with the sales. In making the sales without registration
under the Securities Act, Chiste relied upon one or more of the exemptions from
registration including, but limited to, those contained in Sections 4(2) of the
Securities Act, and in Regulation D promulgated under the Securities Act.

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

Forward-Looking Statements

      The following discussion may contain certain forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934. Such statements are intended to be
covered by the safe harbors created by such provisions. These statements include
the plans and objectives of management for future growth of Chiste, including
plans and objectives related to the consummation of acquisitions and future
private and public issuances of Chiste's equity and debt securities. The
forward-looking statements included herein are based on current expectations
that involve numerous risks and uncertainties. Assumptions relating to the
foregoing involve judgments with respect to, among other things, future
economic, competitive and market conditions and future business decisions, all
of which are difficult or impossible to predict accurately and many of which are
beyond the control of Chiste. Although Chiste believes that the assumptions
underlying the forward-looking statements are reasonable, any of the assumptions
could be inaccurate and, therefore, there can be no assurance that the
forward-looking statements included in this Form 10-KSB will prove to be
accurate. In light of the significant uncertainties inherent in the
forward-looking statements included herein, the inclusion of such information
should not be regarded as a representation by Chiste or any other person that
the objectives and plans of Chiste will be achieved.

      The words "we," "us" and "our" refer to Chiste. The words or phrases
"would be," "will allow," "intends to," "will likely result," "are expected to,"
"will continue," "is anticipated," "estimate," "project," or similar expressions
are intended to identify "forward-looking statements." Actual results could
differ materially from those projected in the forward looking statements as a
result of a number of risks and uncertainties, including but not limited to: (a)
limited amount of resources devoted to achieving our business plan; (b) our
failure to implement our business plan within the time period we originally
planned to accomplish; (c) because we are seeking to merge with an operating
business which has not yet been identified, you will be unable to determine
whether we will ever become profitable; and (d) other risks that are discussed
in this Form 10-KSB or included in our previous filings with the Securities and
Exchange Commission.

Plan of Operations

General Business Plan

      Our plan of operation is to seek a target company with which to merge or
to complete a business combination. In any transaction, we will be the surviving
entity, and our stockholders will retain a percentage ownership interest in the
post-transaction company. The amount of the retained equity ownership by our
stockholders will be negotiated by our management and the target company. We may
also be required to pay cash and/or equity fees to third parties that advise us
in connection with the merger or business combination, commonly referred to as a
reverse merger. These third party advisors may include certain affiliates of
ours and their affiliated entities.


                                       13
<PAGE>

      Typically in connection with the reverse merger transaction involving us
and the target company, there will be a capital funding event for the target
business on a combined basis either at the time of the reverse merger or shortly
thereafter. This may be a private placement by either us or the target company,
if the funding event is contingent on the closing of the reverse merger. If the
funding event is after the reverse merger, it will likely be a public offering
or private placement of our securities. It will often be the case that the
liquidity opportunity for our existing stockholders will be tied to the ability
of the old and new investors of the target enterprise to have liquidity in the
market for their financial investment. Therefore, our stockholders may have to
continue to hold their investment or may face competition in being able to sell
their shares in the post-transaction business in the public market, which may
depress the price for such a volume of securities.

      We will not restrict our search to any specific business, industry or
geographic location, and we may participate in a business venture of virtually
any kind or nature. This discussion of our plan for acquiring an operating
business is purposefully general, and it is not meant to be restrictive of the
virtually unlimited discretion to search for and enter into potential business
opportunities. We anticipate that we will be able to participate in only one
potential business venture because of our nominal assets and limited financial
resources.

      We may seek a business opportunity with entities which have recently
commenced operations, or that desire to utilize the public marketplace in order
to raise additional capital in order to expand into new products or markets, to
develop a new product or service, or for other corporate purposes. We may
acquire assets and establish wholly owned subsidiaries in various businesses or
acquire existing businesses as subsidiaries.

      We expect that the selection of a business opportunity will be complex and
risky. Due to general economic conditions, rapid technological advances being
made in some industries and shortages of available capital, we believe that
there are numerous potential targets with either sound business ideas or
operations seeking the benefits of a shell company that has complied with the
federal reporting requirements for public companies and is publicly trading.
Such benefits may include facilitating or improving the terms on which
additional equity financing may be sought, providing liquidity for incentive
stock options or similar benefits to key employees, providing liquidity (subject
to restrictions of applicable statutes) for all stockholders and other factors.
Potentially, available business opportunities may occur in many different
industries and at various stages of development, all of which will make the task
of comparative investigation and analysis of such business opportunities
extremely difficult and complex. We have, and will continue to have, limited
capital with which to provide the owners of business opportunities with any
significant cash or other assets. We will, however, be able to offer owners of
target candidates the opportunity to acquire a controlling ownership interest in
an issuer who has complied with the reporting requirements under federal
securities laws without incurring the cost and time required to conduct an
initial public offering.

      The analysis of new business opportunities will be undertaken by, or under
the supervision of, our management who will likely engage outside advisors to
assist us in this analysis. Some of these outside advisors may be affiliates of
ours or their affiliated entities. We intend to concentrate on identifying
preliminary prospective business opportunities which may be brought to our
attention through present associations of our officers and directors, or by our
advisors. In analyzing prospective business opportunities, we will consider such
matters as (i) available technical, financial and managerial resources; (ii)
working capital and other financial requirements; (iii) history of operations,
if any and prospects for the future; (iv) nature of present and expected
competition; (v) quality, experience and depth of management services; (vi)
potential for further research, development or exploration; (vii) specific risk
factors not now foreseeable but that may be anticipated to impact the proposed
activities of the company; (viii) potential for growth or expansion; (ix)
potential for profit; (x) public recognition and acceptance of products,
services or trades; (xi) name identification; and (xii) other factors that we
consider relevant. As part of our investigation of the business opportunity, we
or our advisors expect to meet personally with or interview management and key
personnel.


                                       14
<PAGE>

      We may also have to compensate certain advisors, finders and investment
banking firms for services rendered in connection with the identification of
target operating companies and the negotiation and completion of the
transaction. Due to our limited resources, it is expect that all or a portion of
this compensation will be in the form of our common stock or from cash provided
by the target company or the funding event. Additional issuance of our common
stock will have a further dilutive effect on the percentage of shares held our
stockholders. Keating Securities, LLC, an affiliate of Keating Investments, LLC,
the managing member of our controlling stockholder, will also act as a financial
advisor in connection with the reverse merger transaction and will be paid a
cash and/or equity fee upon the successful closing of the reverse merger.

      We will not acquire or merge with any company for which audited financial
statements cannot be obtained within a reasonable period of time after closing
of the proposed transaction.

Acquisition Opportunities

      In implementing a structure for a particular business acquisition, we may
become a party to a merger, consolidation, reorganization, joint venture, or
licensing agreement with another company or entity. We may also acquire stock or
assets of an existing business. Our management may have the right to approve and
authorize a reverse merger transaction with a target company without obtaining
the vote of the majority of our stockholders. Further, upon consummation of a
reverse merger transaction, it is probable that our present management and
stockholders will no longer be in control of us. In addition, our management, as
part of the terms of the reverse merger transaction, may resign and may be
replaced by new directors without a vote of our stockholders. Any and all sales
of shares of our common stock may only be made in compliance with the securities
laws of the United States and any applicable state.

      It is anticipated that certain securities issued by us in connection with
the reverse merger would be issued in reliance upon exemptions from registration
under application federal and state securities laws. In some circumstances, as a
negotiated element of the reverse merger transaction, we will be asked to agree
to register all or a part of such securities immediately after the transaction
is consummated or at specified times thereafter. In such a case, we will attempt
to negotiate the registration of some or all of our current outstanding shares
which are restricted, but there is no guarantee that this will be accomplished
or, if accomplished, that the registration rights will be identical. If such
registration occurs, it will be undertaken by the surviving entity after it has
successfully consummated a reverse merger and is no longer considered an
inactive company. The issuance of substantial additional securities by us in
connection with the reverse merger and their potential sale into any trading
market which may develop in our securities may have a depressive effect on the
value of our securities in the future. There is no assurance that such a trading
market will develop.

      While the actual terms of a reverse merger transaction cannot be
predicted, it is expected that the parties to any business transaction will find
it desirable to avoid the creation of a taxable event and thereby structure the
business transaction in a so-called "tax-free" reorganization under Sections
368(a)(1) or 351 of the Internal Revenue Code (the "Code"). In order to obtain
tax-free treatment under the Code, it may be necessary for the owners of the
acquired business to own 80 percent or more of the voting stock of the surviving
entity. In such event, the equity interest retained by our current stockholders
would be less than 20 percent of the issued and outstanding shares of the
surviving entity. This would result in significant dilution in the equity
interests of our stockholders.

      In addition to the tax considerations discussed above, it is likely that
in any reverse merger, and depending upon, among other things, the target
company's assets and liabilities, the equity interests of our stockholders after
the transaction will be a small percentage of the post-transaction company. The
percentage ownership may be subject to significant reduction in the event we
acquire a target company with significant assets and expectations of growth.

      We will participate in a business opportunity only after the negotiation
and execution of appropriate written agreements. Although the terms of the
acquisition agreements cannot be predicted, generally such agreements will (i)
require specific representations and warranties by all of the parties; (ii)
specify certain events of default and remedies therefor; (iii) detail the terms
of closing and the conditions which must be satisfied by each of the parties
prior to and after closing; (iv) outline the manner of bearing costs, including
costs associated with our attorneys and accountants; (v) set forth
indemnification provisions; and (vi) include miscellaneous other terms.


                                       15
<PAGE>

      As stated above, we will not acquire or merge with any entity which cannot
provide independent audited financial statements within a reasonable period of
time after closing of the proposed transaction. Included in these requirements
is the affirmative duty to file independent audited financial statements as part
of a Current Report on Form 8-K, required to be filed with the SEC upon
consummation of a merger or acquisition, as well as audited financial statements
included in an Annual Report on Form 10-K (or Form 10-KSB, as applicable). If
such audited financial statements are not available at closing, or within time
parameters necessary to insure compliance with the reporting requirements under
federal securities laws, or if the audited financial statements provided do not
conform to the representations made by the business to be acquired, we will
attempt to negotiate a provision in the definitive closing documents to void the
transaction. However, there is no guarantee that we will be successful in
including such a provision and, in such case, the continued ability of the
post-transaction company to remain a reporting company and publicly trading may
be in jeopardy.

Competition

      We are an insignificant participant among the firms which engage in the
reverse merger of shell companies into an operating business. There are many
established venture capital and financial concerns that have significantly
greater financial and personnel resources and technical expertise than we have.
In view of our limited financial resources and limited management availability,
we will continue to be at a significant competitive disadvantage compared to our
competitors. As a result, we may not be able to find suitable target companies
with which to complete a reverse merger transaction.

Results of Operations

Year ended March 31, 2005 as compared with March 31, 2004

      For the fiscal years ended March 31, 2004 and 2005, the Company had no
activities that produced revenues from operations.

      For the fiscal year ended March 31, 2005, the Company had net losses of
$168,706, as compared with net income of $560,695 for the fiscal year ended
March 31, 2004. For the fiscal year ended March 31, 2004, the net income
includes a gain from disposition of the Dyna-cam business segment of $681,129,
which was partly offset by a loss from the discontinued Dyna-cam business of
$120,434. For the fiscal year ended March 31, 2005, the loss from continuing
operations was $159,521 comprised primarily of professional fees and other
administrative costs.

Liquidity and Capital Resources

      A summary of Chiste's operating, investing and financing activities is as
follows:

                                        Fiscal Year ended     Fiscal Year ended
                                         March 31, 2005          March 31, 2004
                                         --------------          --------------

        Cash flows from:
        Operating activities                ($34,126)              ($77,966)
        Investing activities                      --                     --
        Financing activities                 $90,000                $77,815

      At March 31, 2005, Chiste had current assets, in the form of cash,
totaling $55,982, and current liabilities of $79,500, consisting of $50,000 of
deposit liability for the refundable deposit paid to Chiste under the Exchange
Agreement with HydroGen and $29,500 of accounts payable. On April 4, 2005,
Chiste issued 135,000 shares of common stock to a financial consultant in
payment of $13,500 of accounts payable on the books of Chiste at March 31, 2005.
Chiste has no long-term debt.

      Pursuant to the SPA, Chiste sold to KRM Fund 800,000 shares of its common
stock, on a post-reverse split basis, at a price of $0.10 per share for a total
purchase price of $80,000.


                                       16
<PAGE>

      In connection with the closing of the SPA, an unrelated judgment creditor
entered into a release and settlement agreement dated April 28, 2004 pursuant to
which the judgment creditor agreed to convert its $24,500 liability into 245,000
shares of common stock.

      In order to fund Chiste's working capital needs, on May 27, 2004, Chiste
sold to KRM Fund 100,000 shares of common stock at a purchase price of $0.10 per
share, for an aggregate consideration of $10,000.

      On May 27, 2004, 400,000 shares of the Company's common stock were issued
to Kevin R. Keating, the Company's sole officer and director, as compensation
for services valued by the Company at $40,000. On May 27, 2004, 100,000 shares
of the Company's common stock were issued to Bertrand T. Ungar for consulting
services valued by the Company at $10,000.

      On July 30, 2004, the Company engaged Keating Securities, LLC to act as
its exclusive managing placement agent, on a best efforts basis, under a private
placement offering in a minimum amount of $2,250,000 and a maximum of
$4,200,000. The ICON acquisition was conditioned on the Company's successful
completion of a private placement offering of its common stock in an amount not
less than $2,250,000. No funds were raised under the placement offering, and the
ICON acquisition was terminated on November 17, 2004.

      On November 19, 2004, 100,000 shares of Chiste's common stock were issued
to a financial consultant for services valued by Chiste at $10,000. The stock is
valued at a price of $0.10 per share, which is the best estimate of the fair
value of the non-cash transaction.

      On April 4, 2005, 135,000 shares of Chiste's common stock were issued to a
financial consultant for services valued by Chiste at $13,500. The stock is
valued at a price of $0.10 per share, which is the best estimate of the fair
value of the non-cash transaction.

      Management considers it possible that additional funds may need to be
raised, either through loans or via private placements of common stock, to
sustain Chiste's liquidity in the near term.

Going Concern

      Chiste has sustained recurring operating losses, currently has no source
of operating revenue, and has only limited working capital with which to pursue
its business plan, which contemplates the completion of a business combination
with an operating company. The amount of capital required to sustain operations
until the successful completion of a business combination is subject to future
events and uncertainties. It may be necessary for Chiste to secure additional
working capital through loans or sales of common stock, and there can be no
assurance that such funding will be available in the future. These conditions
raise substantial doubt about Chiste's ability to continue as a going concern.
The accompanying financial statements include a "going concern" explanatory
paragraph from our accountants.

Critical Accounting Policies

      Use of Estimates

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


                                       17
<PAGE>

      Deferred Taxes

      We recognize deferred tax assets and liabilities based on the differences
between the financial statement carrying amounts and the tax bases of assets and
liabilities. Management regularly reviews Chiste's deferred tax assets for
recoverability and establishes a valuation allowance based on historical taxable
income, projected future taxable income, and the expected timing of the
reversals of existing temporary differences. As of December 31, 2004, Chiste has
established a valuation allowance equal to the net deferred tax asset, since
management is unable to determine that Chiste will generate sufficient future
taxable income to allow it to realize the deferred tax asset or that these tax
benefits may not be available in the event of a change of control of Chiste.

ITEM 7. FINANCIAL STATEMENTS.

      The financial statements required by this item are filed herewith
following the signature page to this Report.

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

      We have not changed our independent auditor. There were no disagreements
with our independent auditor, 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 our auditor's satisfaction, would
have caused it to make reference to the subject matter of the disagreement(s) in
connection with its report.

ITEM 8A. CONTROLS AND PROCEDURES

      As of the end of the period covered by this report, Chiste conducted an
evaluation, under the supervision and with the participation of Kevin R.
Keating, our sole officer, of Chiste's disclosure controls and procedures (as
defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of
1934, as amended (the "Exchange Act")) ("Controls"). Based on this evaluation,
Kevin R. Keating concluded that Chiste's disclosure controls and procedures are
effective to ensure that information required to be disclosed by Chiste in
reports that it files or submits under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in SEC rules and
forms. There was no change in Chiste's internal control over financial reporting
during Chiste's most recently completed fiscal quarter that has materially
affected, or is reasonably likely to materially affect, Chiste's internal
control over financial reporting. Controls are also designed to reasonably
assure that such information is accumulated and communicated to our management.

      Management does not expect that the Controls will prevent all errors. No
matter how well designed, Controls can not provide absolute assurance that the
system's objectives will be met. Due to resource constraints, the design of
Controls must be considered relative to their costs. No evaluation can provide
absolute assurance that all of Chiste's control issues will be detected and
corrected. Controls can be circumvented by individual acts, by collusion of two
or more people or by override of the Controls. We have had only limited
operations as of March 31, 2005 (the "Evaluation Date") and the Controls in
place at that time may be inadequate for future operations.

      After evaluating the effectiveness of our Controls, Mr. Keating concluded
that as of the Evaluation Date, our Controls were adequate and effective to
ensure that material information relating to Chiste would be made known to them
by individuals within those entities, particularly during the period in which
this Form 10-KSB was being prepared. There were no significant changes in our
internal controls or in other factors that could significantly affect our
disclosure controls and procedures subsequent to the Evaluation Date, nor any
significant deficiencies or material weaknesses in such disclosure controls and
procedures requiring corrective actions. As a result, no corrective actions were
taken. However, it should be noted that the Company intends to acquire another
operating business. The Controls necessary for such new operations will, in all
likelihood, be significantly different from the current Controls.



                                       18
<PAGE>

                                    PART III

ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

      Kevin R. Keating was appointed as our Secretary effective May 4, 2004. Mr.
Williams resigned as a director and as our President and Treasurer effective May
26, 2004, and Mr. Keating was appointed as a director and as our President and
Treasurer effective May 26, 2004.

      The following table sets forth the names, positions and ages of our
executive officers and directors. All of our directors serve until the next
annual meeting of stockholders or until their successors are elected and
qualify. Officers are elected by the board of directors and their terms of
office are, except to the extent governed by employment contract, at the
discretion of the board of directors.

<TABLE>
<CAPTION>
                  Name                  Age                     Position                          Term
      -----------------------------  -----------  --------------------------------------   -------------------
<S>                                      <C>      <C>                                            <C>
      Kevin R. Keating (1)               65       President, Treasurer, Secretary and            1 Year
                                                  Director
</TABLE>


      (1)   Mr. Keating became Secretary effective May 4, 2004 and became
            President, Treasurer, and a director effective May 26, 2004.

      Mr. Keating, sole Director, President, Secretary and Treasurer of the
Company, is an investment executive and for the past nine years has been the
Branch Manager of the Vero Beach, Florida, office of Brookstreet Securities
Corporation. Brookstreet is a full-service, national network of independent
investment professionals. Mr. Keating services the investment needs of private
clients with special emphasis on equities. For more than 35 years, he has been
engaged in various aspects of the investment brokerage business. Mr. Keating
began his Wall Street career with the First Boston Company in New York in 1965.
From 1967 through 1974, he was employed by several institutional research
boutiques where he functioned as Vice President Institutional Equity Sales. From
1974 until 1982, Mr. Keating was the President and Chief Executive Officer of
Douglas Stewart, Inc., a New York Stock Exchange member firm. Since 1982, he has
been associated with a variety of firms as a registered representative servicing
the needs of individual investors. Mr. Keating is also the manager and sole
member of Vero Management, LLC, which has a management agreement with the
Company.

Audit Committee and Audit Committee Financial Expert

      Our board of directors functions as an audit committee and performs some
of the same functions as an audit committee including: (1) selection and
oversight of our independent accountant; (2) establishing procedures for the
receipt, retention and treatment of complaints regarding accounting, internal
controls and auditing matters; and (3) engaging outside advisors. We are not a
"listed company" under SEC rules and are therefore not required to have an audit
committee comprised of independent directors. Our board of directors has
determined that its members do not include a person who is an "audit committee
financial expert" within the meaning of the rules and regulations of the SEC.
Our board of directors has determined that each of its members is able to read
and understand fundamental financial statements and has substantial business
experience that results in that member's financial sophistication. Accordingly,
the board of directors believes that each of its members have the sufficient
knowledge and experience necessary to fulfill the duties and obligations that an
audit committee would have.


                                       19
<PAGE>

Code of Ethics

A code of ethics relates to written standards that are reasonably designed to
deter wrongdoing and to promote:

      o     Honest and ethical conduct, including the ethical handling of actual
            or apparent conflicts of interest between personal and professional
            relationships;

      o     Full, fair, accurate, timely and understandable disclosure in
            reports and documents that are filed with, or submitted to, the SEC
            and in other public communications made by an issuer;

      o     Compliance with applicable governmental laws, rules and regulations;

      o     The prompt internal reporting of violations of the code to an
            appropriate person or persons identified in the code; and

      o     Accountability for adherence to the code.

      Due to the limited scope of our current operations, we have not adopted a
corporate code of ethics that applies to our principal executive officer,
principal accounting officer, or persons performing similar functions.

Board Meetings; Nominating and Compensation Committees

      Our directors and officers will not receive remuneration from the Company
unless approved by the Board of Directors or pursuant to an employment contract.
We have no employment contracts currently in place. Directors may be paid their
expenses, if any, of attendance at such meeting of the Board of Directors, and
may be paid a fixed sum for attendance at each meeting of the Board of Directors
or a stated fixed compensation as director. No such payment shall preclude any
director from serving us in any other capacity and receiving compensation
therefor. No compensation has been paid to our directors for attendance at any
meetings during the last fiscal year.

      The Company is not a "listed company" under SEC rules and is therefore not
required to have a compensation committee or a nominating committee. The Company
does not currently have a compensation committee. Our Board of Directors is
currently comprised of only one member, Kevin R. Keating, who is also our sole
officer acting as President, Secretary and Treasurer. We have no employees, and
any compensation for our directors and officers must be approved by our Board of
Directors.

      The Company neither has a nominating committee for persons to be proposed
as directors for election to the Board of Directors nor a formal method of
communicating nominees from shareholders. The Company does not have any
restrictions on shareholder nominations under its certificate of incorporation
or by-laws. The only restrictions are those applicable generally under Nevada
Corporate Law and the federal proxy rules. Currently, the entire Board of
Directors decides on nominees, on the recommendation of one or more members of
the Board of Directors. None of the members of the Board of Directors are
"independent." The Board of Directors will consider suggestions from individual
shareholders, subject to evaluation of the person's merits. Stockholders may
communicate nominee suggestions directly to any of the Board members,
accompanied by biographical details and a statement of support for the nominees.
The suggested nominee must also provide a statement of consent to being
considered for nomination. Although there are no formal criteria for nominees,
our Board of Directors believes that persons should be actively engaged in
business endeavors, have a financial background, and be familiar with
acquisition strategies and money management.

      Because the management and directors of the Company are the same persons,
the Board of Directors has determined not to adopt a formal methodology for
communications from shareholders on the belief that any communication would be
brought to the Boards' attention by virtue of the co-extensive capacities served
by Kevin R. Keating.


                                       20
<PAGE>

Conflicts of Interest

      Certain conflicts of interest existed at March 31, 2005 and may continue
to exist between the Company and its officers and directors due to the fact that
each has other business interests to which they devote their attention. Each
officer and director may continue to do so notwithstanding the fact that
management time should be devoted to the business of the Company.

      Certain conflicts of interest may exist between the Company and its
management, and conflicts may develop in the future. The Company has not
established policies or procedures for the resolution of current or potential
conflicts of interests between the Company, its officers and directors or
affiliated entities. There can be no assurance that management will resolve all
conflicts of interest in favor of the Company, and conflicts of interest may
arise that can be resolved only through the exercise by management their best
judgment as may be consistent with their fiduciary duties. Our management will
try to resolve conflicts to the best advantage of all concerned, but there may
be times when an acquisition opportunity is given to another entity to the
disadvantage of our stockholders and for which there will be no recourse.

      As a result of the change of control of the Company and its plan of
operations to pursue a business combination with an operating company, it is
also expected that we will engage Keating Securities, LLC, an affiliate of
Keating Investments, LLC, the managing member of KRM Fund, our controlling
stcokholder, to act as a financial advisor in connection with the reverse merger
transaction for which it may earn a cash and/or equity fee. Kevin R. Keating,
our sole officer and director, is the father of Timothy J. Keating, the Managing
Member of KRM Fund. Kevin R. Keating has no ownership interest in KRM Fund and
exercises no control over KRM Fund.

Section 16(a) Beneficial Ownership Reporting

      Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
that directors, executive officers and persons who own more than 10% of the
outstanding common stock of certain reporting companies file initial reports of
ownership and reports of changes in ownership in such common stock with the
Securities and Exchange Commission ("SEC"). Officers, directors and stockholders
who own more than 10% of the outstanding common stock of certain reporting
companies are required by the SEC to furnish such companies with copies of all
Section 16(a) reports they file. The Company is not required to comply with
Section 16(a). Accordingly, stock ownership information contained in this report
is based on what is known to the Company.


                                       21
<PAGE>

ITEM 10. EXECUTIVE COMPENSATION

The following Executive Compensation Chart highlights the compensation for our
executive officers. No other executive officers received salary and bonus in
excess of $100,000 for the prior three fiscal years.

<TABLE>
<CAPTION>
                                                                               Long Term Compensation
                                                                        --------------------------------------
                                         Annual Compensation                     Awards              Payouts
                               --------------------------------------   ------------------------   -----------
                                                                                     Securities
        Name          Fiscal                               Other        Restricted   Underlying
        and            Year                                Annual         Stock       Options/       LTIP        All Other
     Principal        Ending                 Bonus       Compensation    Award(s)      SARs (#)     Payouts     Compensation
     Position           in      Salary ($)    ($)           ($)             ($)          (2)          ($)            ($)
--------------------------------------------------------------------------------------------------------------------------------
<S>                    <C>         <C>         <C>           <C>          <C>           <C>          <C>          <C>
Kevin R. Keating       2005        $0          $0            $0             N/A          N/A          N/A          $40,000
(Pres., Secr., and
Treas.) (1)
--------------------------------------------------------------------------------------------------------------------------------
Michael Williams       2005        $0          $0            $0             N/A          N/A          N/A            N/A
(Former President
and Tres.) (2)         2004        $0          $0            $0             N/A          N/A          N/A            N/A

                       2003        $0          $0            $0             N/A          N/A          N/A            N/A
--------------------------------------------------------------------------------------------------------------------------------
Lanny R. Lang          2005        $0          $0            $0             N/A          N/A          N/A            N/A
(Former CFO,
Secr., and Treas.)     2004        $0          $0            $0             N/A          N/A          N/A            N/A
(3)

                       2003        $0          $0            $0             N/A          N/A          N/A            N/A
--------------------------------------------------------------------------------------------------------------------------------
Jack E. Dahl           2005        $0          $0            $0             N/A          N/A          N/A            N/A
(Former President)
(4)                    2004      $60,000       $0            $0             N/A          N/A          N/A            N/A

                       2003      $60,000       $0            $0             N/A         10,000        N/A            N/A
--------------------------------------------------------------------------------------------------------------------------------
Dennis C. Palmer       2005        $0          $0            $0             N/A          N/A          N/A            N/A
(Former Ex. Vice
Pres. And Chief        2004      $60,000       $0            $0             N/A          N/A          N/A            N/A
Engineer) (5)

                       2003      $60,000       $0            $0             N/A          N/A          N/A            N/A
--------------------------------------------------------------------------------------------------------------------------------
Patricia J. Wilks      2005        $0          $0            $0             N/A          N/A          N/A            N/A
(Former CEO and
Chairman) (5)          2004        $0          $0            $0             N/A          N/A          N/A            N/A

                       2003      $60,000       $0            $0             N/A          N/A          N/A            N/A
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       22
<PAGE>

      (1)   Mr. Keating became Treasurer on May 4, 2004 and became President,
            Secretary and a director effective May 26, 2004. On May 27, 2004,
            the Company issued Mr. Keating 400,000 shares of its common stock in
            consideration for services by him, valued at $40,000.

      (2)   Mr. Williams became the Treasurer on May 4, 2004 and resigned as
            President, Treasurer and a director effective May 26, 2004.

      (3)   Mr. Lang resigned as CFO, Treasurer, Secretary and a director
            effective May 4, 2004.

      (4)   Mr. Dahl resigned as President and a director on July 2, 2003. Prior
            to the Asset Disposition, we had entered into a Retention and
            Settlement Agreement with Mr. Dahl, the Company's then President,
            pursuant to which Mr. Dahl would be paid a cash fee of $50,000, plus
            20,000 shares of common stock, in complete settlement of any claim
            on our books at that time, upon a major fundraising or a sale of
            Dyna-Cam's assets or business. Upon the Asset Disposition, Mr.
            Dahl's was paid the cash fee and stock grant. Mr. Dahl waived his
            stock options by mutual agreement.

      (5)   Mr. Palmer resigned as Executive Vice President and Chief Engineer
            on June 30, 2003. Ms. Wilks terminated as CEO and Chairman on March
            19, 2002. Ms. Wilks and Mr. Palmer executed a general release as
            part of the Asset Disposition, which included terminating all stock
            options issued to Ms. Wilks and Mr. Palmer by mutual agreement.

      Other than as noted above, no bonuses, other annual compensation, stock
appreciation rights, long-term compensation awards, long-term incentive plan
payouts or other compensation (as defined in the proxy regulations of the SEC)
were awarded to, earned by, or paid to our officers during any of our last three
fiscal years.

      There were no option grants to any executive officers during the fiscal
year ended March 31, 2005, and no options were exercised by any executive
officer during the fiscal year ended March 31, 2005. There are no stock options
issued and outstanding.

      We did not pay any compensation to any director in 2003, 2004 and 2005,
except that Mr. Keating received 400,000 shares of our common stock in May 2004
in consideration for services valued at $40,000 and, after the Asset Disposition
and upon his resignation as a director, Danny R. Hyde was awarded a 20,000 share
stock grant for past services as a member of our board.

      We have an approved Equity Incentive Plan ("EIP") for our directors,
officers, key employees and consultants covering 120,000 shares of common stock.
Options granted under the EIP may be either "incentive stock options," as
defined in Section 422A of the Internal Revenue Code, or "nonqualified stock
options," subject to Section 83 of the Internal Revenue Code, at the discretion
of our Board of Directors and as reflected in the terms of the written option
agreement. The option price may not be less than 100% (110% if the option is
granted to an optionee who at the time the option is granted owns stock
representing more than 10% of the total combined voting power of all classes of
our stock) of the fair market value of the optioned common stock on the date the
options are granted. Options become exercisable based on the discretion of our
Board of Directors and must be exercised within ten years of the date of grant.
The EIP expires June 14, 2009. As part of the Asset Disposition, all stock
options under the EIP were terminated by mutual agreement and settlements
effective June 30, 2003.


                                       23
<PAGE>

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      We have set forth in the following table certain information regarding our
common stock beneficially owned on May 17, 2005 for (i) each shareholder we know
to be the beneficial owner of 5% or more of our outstanding common stock, (ii)
each of our executive officers and directors, and (iii) all executive officers
and directors as a group. In general, a person is deemed to be a "beneficial
owner" of a security if that person has or shares the power to vote or direct
the voting of such security, or the power to dispose or to direct the
disposition of such security. A person is also deemed to be a beneficial owner
of any securities of which the person has the right to acquire beneficial
ownership within 60 days. To the best of our knowledge, all persons named have
sole voting and investment power with respect to such shares, except as
otherwise noted. There are not any pending or anticipated arrangements that may
cause a change in control of the Company, except for the transactions
contemplated under the Exchange Agreement with HydroGen, LLC. At May 17, 2005,
9,396,629 shares of our common stock were outstanding.

<TABLE>
<CAPTION>
--------------------------------------------- --------------------------------- --------------------------------------
                    Name                       Number of Shares Beneficially              Percent of Shares
                                                         Owned
--------------------------------------------- --------------------------------- --------------------------------------
<S>                                                       <C>                                   <C>
Kevin R. Keating (1)                                      400,000                               4.3%
936A Beachland Boulevard, Suite 13
Vero Beach, FL 32963
--------------------------------------------- --------------------------------- --------------------------------------
Keating Reverse Merger Fund, LLC (2)                     7,545,000                              80.3%
5251 DTC Parkway, Suite 1090
Greenwood Village, CO 80111
--------------------------------------------- --------------------------------- --------------------------------------
Aztore Holdings, Inc. (3)                                 599,623                               6.4%
14647 S. 50th Street, Suite 130
Phoenix, AZ 85044-6475
--------------------------------------------- --------------------------------- --------------------------------------
Michael S. Williams (3)                                   599,623                               6.4%
14647 S. 50th Street, Suite 130
Phoenix, AZ 85044-6475
--------------------------------------------- --------------------------------- --------------------------------------
All  Executive  Officers and  Directors as a              400,000                               4.3%
group (1 person)
--------------------------------------------- --------------------------------- --------------------------------------
</TABLE>

      (1)   On May 27, 2004, we issued 400,000 shares of our common stock to
            Kevin R. Keating, our sole officer and director, for services to the
            Company with a fair value of $40,000. Kevin R. Keating is not
            affiliated with and has no equity interest in Keating Reverse Merger
            Fund, LLC and disclaims any beneficial interest in the shares of the
            Company's common stock owned by Keating Reverse Merger Fund, LLC.

      (2)   Keating Reverse Merger Fund, LLC is not owned by or affiliated with
            Kevin R. Keating and disclaims any beneficial interest in the shares
            of our common stock owned by Kevin R. Keating.

      (3)   Includes 40,000 shares of common stock held by Chasseur Holdings,
            Inc.("Chasseur"). Aztore owns controlling interest in Chasseur and
            is deemed through this ownership to have voting control of all
            shares held by Chasseur. Mr. Williams is the Chief Executive Officer
            and Chief Portfolio Officer of Aztore and Chasseur. Mr. Williams is
            deemed through his direct and indirect ownership of Aztore and
            Chasseur to have voting control of all Shares held by these
            companies. Mr. Williams disclaims any ownership other than as
            beneficially held through their direct and indirect ownership of
            Aztore and Chasseur.


                                       24
<PAGE>

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      Pursuant to a Disposition of Collateral and Settlement Agreement dated
June 30, 2003, Aztore acquired and disposed of all Dyna-Cam assets in a
negotiated transaction. See "Description of Business".

      We entered into an agreement with Jack E. Dahl, Dyna-Cam's then President.
Under this agreement, as a result of the Asset Disposition, Mr. Dahl was paid a
cash fee of $50,000 plus 20,000 shares of common stock in complete settlement of
all his claims on our books at that time. Mr. Dahl resigned as an officer and
director on July 2, 2003 and waived his stock options by mutual agreement.

      As a result of the Asset Disposition, effective June 30, 2004, all
outstanding shares of Series A Preferred stock were converted into 111,292
shares of common stock and the entire class of Series A Preferred stock was
retired.

      Immediately following the Asset Disposition, Aztore reinstated and amended
the LOC reducing the amount of the LOC to $250,000 effective June 30, 2003. On
August 30, 2003, Aztore agreed to further amend the LOC to increase the LOC to
$800,000 and extend the maturity to March 31, 2006. See "Description of
Business".

      An Existing Stockholder Rights Agreement, wherein certain stockholders
were granted anti-dilution and certain other rights, was terminated effective
June 30, 2003.

      As part of the Asset Disposition, all stock options issued under our
Equity Incentive Plan was terminated by mutual agreements and settlements
effective June 30, 2003. The Equity Incentive Plan remains in force.

      On July 1, 2004, Aztore, PHL, Ms. Wilks and Mr. Palmer entered into a
Purchase and Settlement Agreement whereby PHL, Ms. Wilks and Mr. Palmer sold all
of their ownership interests in the Company to Aztore. The purchase of these
shares gave Aztore controlling ownership as of July 1, 2003.

      As part of the Asset Disposition, the Purchaser required us to change our
name from Dyna-Cam Engine Corporation. On April 2, 2004, at a special meeting
our stockholders voted to change our name to Chiste Corporation. In addition,
stockholders approved the Reverse Split. See "Description of Business".

      On May 3, 2004, as an inducement to KRM Fund to enter into the SPA, we
agreed to settle the aggregate of $725,925 of Secured Notes due Aztore under the
Amended LOC Agreement, including $44,918 of accrued interest, by issuing Aztore
a New Secured Note for $664,500. This Settlement Agreement also released Chiste
from all future amounts due Aztore, which Aztore has earned or may earn,
including investment banking fees, warrant exercise fees and any other fees and
reimbursements under its Advisory Agreement. As another condition of this
settlement, Aztore assumed other liabilities totaling $42,030 ("Other
Liabilities") and agreed to indemnify and hold Chiste harmless from claims,
expenses and or liabilities relating to the Other Liabilities.

      On May 4, 2004, pursuant to the SPA, we sold to KRM an aggregate of
800,000 shares of common stock at a price of $0.10 per share for a total
purchase price of $80,000. Concurrently, KRM purchased the New Secured Note from
Aztore, which KRM immediately converted into 6,645,000 shares of common stock.

      In order to fund Chiste's working capital needs, on May 27, 2004, Chiste
sold to KRM Fund 100,000 shares of common stock at a purchase price of $0.10 per
share, for an aggregate consideration of $10,000.

      On May 27, 2004, 400,000 shares of the Company's common stock were issued
to Kevin R. Keating, the Company's sole officer and director, as compensation
for services valued by the Company at $40,000.

      On June 10, 2004, we entered into a contract with Vero for managerial and
administrative services. Vero has not been engaged to provide, and Vero does not
render, legal, accounting, auditing, investment banking or capital formation
services. Kevin R. Keating is the manager of Vero. The term of the contract is
for one year. In consideration of the services provided, Vero will be paid
$1,000 for each month in which services are rendered.


                                       25
<PAGE>

      On July 30, 2004, the Company engaged Keating Securities, LLC to act as
its exclusive managing placement agent, on a best efforts basis, under a private
placement offering in a minimum amount of $2,250,000 and a maximum of
$4,200,000. The ICON acquisition was conditioned on the Company's successful
completion of a private placement offering of its common stock in an amount not
less than $2,250,000. No funds were raised under the placement offering, and the
ICON acquisition was terminated on November 17, 2004. Keating Securities, LLC
did not receive any fees in connection with this engagement.

      Kevin R. Keating, is the father of the principal member of Keating
Investments, LLC. Keating Investments, LLC is the managing member of KRM Fund,
which is the majority stockholder of the Company. Keating Investments, LLC is
also the managing member and 90% owner of Keating Securities, LLC, a registered
broker-dealer. Kevin R. Keating is not affiliated with and has no equity
interest in Keating Investments, LLC, KRM Fund or Keating Securities, LLC and
disclaims any beneficial interest in the shares of the Company's Common Stock
owned by KRM Fund. Similarly, Keating Investments, LLC, KRM Fund and Keating
Securities, LLC disclaim any beneficial interest in the shares of the Company's
Common Stock currently owned by Kevin R. Keating.

      At or prior to the closing of the Exchange, Chiste will also enter into a
certain financial advisory agreement with Keating Securities, LLC ("Keating
Securities"), a registered broker-dealer, under which Keating Securities will be
compensated by Chiste for its advisory services rendered to Chiste in connection
with the Exchange. The transaction advisory fee will be $325,000, with the
payment thereof being subject to the closing of the Exchange. Keating
Securities, LLC is an affiliate of Keating Investments, LLC, the managing member
of KRM Fund, our controlling stockholder.

      We have a wholly-owned subsidiary, ICON Acquisition, Inc., a Delaware
corporation, that was established to complete the merger with ICON. See
"Description of Business". This subsidiary has no assets or liabilities and has
been inactive since its formation.

      Other than the above transactions or otherwise set forth in this report we
have not entered into any material transactions with any director, executive
officer, and nominee for director, beneficial owner of five percent or more of
our common stock, or family members of such persons. We are not a subsidiary of
any company.


                                       26
<PAGE>

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

(a) Exhibits.

      The following exhibits are included as part of this report:

      2.1(9)   Agreement and Plan of Merger between Chiste Corporation and ICON
               Textile Laser Systems, Inc. dated September 21, 2004.

      2.2(10)  Exchange Agreement by and between Chiste Corporation, HydroGen,
               LLC, and certain members of HydroGen, LLC dated May 13, 2005.

      3.1(1)   Articles of Incorporation of TSI Handling, Inc.

      3.2(1)   Certificate of Amendment to the Articles of Incorporation of TSI
               Handling, Inc.

      3.3(1)   Certificate of Designation - Series A 10% Cumulative Convertible
               Preferred Stock

      3.4(1)   Bylaws of TSI Handling, Inc.

      3.5(8)   Certificate of Amendment to the Articles of Incorporation of
               Dyna-Cam Engine Corporation changing the name to Chiste
               Corporation.

      10.2(1)  Capital Advisory and Financial Consulting Agreement dated March
               31, 2001 by and between TSI Handling, Inc. d/b/a Dyna-Cam Engine
               Corporation and Aztore Holdings, Inc.

      10.7(1)  2000 Equity Incentive Plan.

      10.8(2)  Agreement for Convertible Secured Line of Credit dated effective
               April 30, 2001 between Dyna- Cam Engine Corporation and Aztore
               Holdings, Inc.

      10.9(2)  Security Agreement dated effective April 30, 2001 between
               Dyna-Cam Engine Corporation and Aztore Holdings, Inc.

      10.11(3) Employment Retention Agreement dated April 24, 2001 between
               Dyna-Cam Engine Corporation and Jack E. Dahl.

      10.12(4) Disposition of Collateral and Settlement Agreement dated June 30,
               2003 between Aztore Holdings, Inc., Dyna-Cam Engine Corporation,
               Patricia Wilks, Dennis Palmer, Palmer Holdings, Ltd. and Aero
               Marine Engine Corp.

      10.13(4) Settlement and Release Agreement dated July 1, 2003 by and among
               Aztore Holdings, Inc., Dyna-Cam Engine Corporation, Patricia
               Wilks, Dennis Palmer, Claude Palmer, Ambrose Hope, DC Engines
               Corporation and Palmer Holdings, Ltd.

      10.14(4) Purchase and Settlement Agreement dated July 1, 2003 by and
               between Aztore Holdings, Inc., Dyna-Cam Engine Corporation,
               Patricia Wilks, Dennis Palmer and Palmer Holdings, Ltd.

      10.15(5) First Amendment to the Agreement for Convertible, Secured Line of
               Credit between Aztore and Dyna-Cam Engine Corporation effective
               June 30, 2003.

      10.16(6) Second Amendment to the Agreement for Convertible, Secured Line
               of Credit between Aztore and Dyna-Cam Engine Corporation
               effective August 30, 2003.


                                       27
<PAGE>

      10.17(6) Non Aztore Conversion Rights Agreement effective August 30, 2003.

      10.18(8) Release and Settlement Agreement dated April 28, 2004 by and
               between Dyna-Cam Engine Corporation and The Aviary, LLC.

      10.19(8) Release and Settlement Agreement dated May 3, 2004 by and between
               Dyna-Cam Engine Corporation and Aztore Holdings, Inc.

      10.20(7) Securities Purchase Agreement dated May 4, 2004 by and among
               Keating Reverse Merger Fund LLC as Buyer, Chiste Corporation and
               Aztore Holdings, Inc., as Selling Noteholder.

      31*      Certification pursuant to Rule 13a-14(a) or 15d-14(a) under the
               Securities Exchange Act of 1934, as amended.

      32*      Certification of Chief Executive Officer and President of the
               Company, pursuant to 18 U.S.C. Section 1350, as adopted pursuant
               to Section 906 of the Sarbanes-Oxley Act of 2002.

      (1)   Incorporated by reference from the Company's Form 10-SB as filed
            with the SEC on December 6, 2000.

      (2)   Incorporated by reference from the Company's Form 10-QSB for the
            three months ended December 31, 2000 as filed with the SEC on July
            2, 2001.

      (3)   Incorporated by reference from the Company's Form 10-KSB for the
            fiscal year ended March 31, 2003 as filed with the SEC on July 16,
            2001.

      (4)   Incorporated by reference from the Company's Form 8-K as filed with
            the SEC on July 15, 2003.

      (5)   Incorporated by reference from the Company's Form 10-QSB for the
            three months ended June 30, 2003 as filed with the SEC on August 12,
            2003.

      (6)   Incorporated by reference from the Company's Form 10-QSB for the
            three months ended September 30, 2003 as filed with the SEC on
            December 29, 2003.

      (7)   Incorporated by reference from the Company's Form 8-K as filed with
            the SEC on May 7, 2004.

      (8)   Incorporated by reference from the Company's Form 10-KSB for the
            fiscal year ended March 31, 2004 as filed with the SEC on May 26,
            2004.

      (9)   Incorporated by reference from the Company's Form 8-K as filed with
            the SEC on September 23, 2004.

      (10)  Incorporated by reference from the Company's Form 8-K as filed with
            the SEC on May 18, 2005.

      *     Filed with this Form 10-KSB

(b) Reports on Form 8-K.

      On April 7, 2005, the Company filed a Current Report on Form 8-K dated
April 2, 2005 announcing the execution of a Letter of Intent to acquire
HydroGen, LLC.

      On May 18, 2005, the Company filed a Current Report on Form 8-K dated May
13, 2005 announcing the execution of the Exchange Agreement by and between
Chiste Corporation, HydroGen, LLC, and certain members of HydroGen, LLC.


                                       28
<PAGE>

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

AUDIT AND TAX FEES

      The aggregate fees billed for each of the last two fiscal years for
professional services rendered by Epstein, Weber & Conover, PLC, for the audit
of the Company's annual financial statements and review of financial statements
included in the Company's Form 10-KSB (17 CFR 249.308a) or 10-QSB (17 CFR
249.308b) or services that are normally provided by the accountant in connection
with statutory and regulatory filings or engagements, and for services rendered
in connection with our corporate income tax filings for those fiscal years was
$29,406 for the fiscal year ended March 31, 2004 and $17,325 for the fiscal year
ended March 31, 2005.

ALL OTHER FEES

      There were no other fees billed in each of the last two fiscal years for
products and services provided by the principal accountant, other than the
services reported above.

PRE-APPROVAL POLICIES AND PROCEDURES

      Before the accountant is engaged by the issuer to render audit or
non-audit services, the engagement is approved by the Company's the board of
directors acting as the audit committee.


                                       29
<PAGE>

                                   SIGNATURES

      In accordance with 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.

                                      CHISTE CORPORATION


Date: June 17, 2005                   By: /s/ Kevin R. Keating
                                          ----------------------
                                          Kevin R. Keating
                                          President and Chief Executive Officer

      In accordance with the requirements of the Securities Exchange Act of
1934, this report has been signed by the following persons on behalf of the
registrant and in the capacities and on June 17, 2005.

Signatures                                  Title


/s/ Kevin R. Keating          President (Principal Executive Officer),
---------------------------   Treasurer, Secretary (Principal Financial and
                              Accounting Officer) and Director


<PAGE>



                               CHISTE CORPORATION

                        (A Development Stage Enterprise)

                         CONDENSED FINANCIAL STATEMENTS

                        For the year ended March 31, 2005



<PAGE>

                          INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                                                                                                      PAGE
                                                                                                      ----
<S>                                                                                            <C>
Reports of Independent Registered Public Accounting Firm..............................................F-1

Balance Sheet - As of March 31, 2005...................................................................F-2

Statements of Operations - For the Years Ended March 31, 2005 and 2004, and for
      the Period from December 17, 1993 (Date of Inception) to

      March 31, 2005...................................................................................F-3

Statement of Stockholders' Equity - For the Period from December 17, 1993
      (Date of Inception) to March 31, 2005 ....................................................F-4 to F-5

Statements of Cash Flows - For the Years Ended March 31, 2005 and 2004, and for
      the Period from December 17, 1993 (Date of Inception)

      to March 31,   2005.......................................................................F-6 to F-7

Notes to Financial Statements..................................................................F-8 to F-17
</TABLE>


<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors
of Chiste Corporation:

We have audited the accompanying balance sheet of Chiste Corporation as of March
31, 2005 and the related statements of operations, stockholders' equity
(deficit) and cash flows for each of the two years in the period ended March 31,
2005, and for the period from December 17, 1993 (date of inception) to March 31,
2005. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the 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 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 Chiste Corporation
as of March 31, 2005, and the results of its operations and cash flows for each
of the two years in the period ended March 31, 2005, and for the period from
December 17, 1993 (date of inception) to March 31, 2005, in conformity with
accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 4 to the
financial statements, the Company has incurred operating losses since inception.
However, the uncertainty of future funding and dependence upon on a merger
transactions raises substantial doubt about the Company's ability to continue as
a going concern. Management's plans in regard to these matters are also
described Note 4. The financial statements do not include any adjustments
relating to the recoverability and classification of asset carrying amounts or
the amount and classification of liabilities that might result should the
Company be unable to continue as a going concern.


 /s/Epstein, Weber & Conover, PLC
    Scottsdale, Arizona
    June 10, 2005


                                      F-1
<PAGE>

                               CHISTE CORPORATION
                          (A Development Stage Company)
                                  BALANCE SHEET
                              As of March 31, 2005

ASSETS

  Current Assets
         Cash                                                       $    55,982
                                                                    -----------

         Total Current Assets                                            55,982
                                                                    -----------

                Total Assets                                        $    55,982
                                                                    ===========


LIABILITIES AND STOCKHOLDERS' DEFICIT

   Current Liabilities

         Accounts payable                                           $    29,500
         Deposit liability                                               50,000
                                                                    -----------
         Total Current Liabilities                                       79,500
                                                                    -----------

    Stockholders' Equity (Deficit)

         Preferred stock undesignated; $0.001 par value,
         8,551,801 shares authorized, no shares issued
         or outstanding                                                      --
         Common stock; $0.001 par value, 65,000,000
         shares authorized, 9,261,629 shares issued
         and outstanding                                                  9,261
         Additional paid in capital                                   2,962,035
         Deficit accumulated during the development stage            (2,994,814)
                                                                    -----------

         Total Stockholders' Equity (Deficit)                           (23,518)
                                                                    -----------


         Total Liabilities and Stockholders' Equity (Deficit)       $    55,982
                                                                    ===========


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


                                      F-2
<PAGE>


                               CHISTE CORPORATION
                        (A Development Stage Enterprise)
                            STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                       December 17,
                                                                            1993
                                                Fiscal Year             (Inception)
                                              Ending March 31,            Through
                                            2005            2004      March 31, 2005
                                            ----            ----      --------------
<S>                                     <C>             <C>             <C>
Revenue                                 $        --     $        --     $        --

Expenses

  General and administrative expense         73,169              --          73,169
  Professional fees                          86,521              --          86,521
                                        -----------     -----------     -----------

Loss from continuing operations            (159,690)             --        (159,690)

Discontinued Operations:
   Income (loss) from discontinued
       engine business                       (9,016)       (120,434)     (3,516,253)
   Gain on disposition of
       business segment                          --         681,129         681,129
                                        -----------     -----------     -----------

Income (loss) from discontinued
   operations                                (9,016)        560,695      (2,835,124)
                                        -----------     -----------     -----------

Net (loss) income                       $  (168,706)    $   560,695     $(2,994,814)
                                        ===========     ===========     ===========

Net (loss) income per share, basic
    Continuing operations               $     (0.02)    $     (0.00)    $     (0.12)
    Operations of discontinued
      engine business                         (0.00)          (0.15)          (2.62)
    Gain on disposal of discontinued
      engine business                         (0.00)           0.82            0.51
                                        -----------     -----------     -----------

Net (loss) income per share, basic      $     (0.02)    $      0.68     $     (2.24)
                                        ===========     ===========     ===========
Net (loss) income per share, diluted    $     (0.02)    $      0.66     $     (2.24)
                                        ===========     ===========     ===========

Weighted average number of
  Shares, basic                           8,373,658         830,019       1,339,780
                                        ===========     ===========     ===========
Weighted average number of
  Shares, diluted                         8,373,658         852,449       1,339,780
                                        ===========     ===========     ===========
</TABLE>

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


                                      F-3
<PAGE>

                               CHISTE CORPORATION

                        (A Development Stage Enterprise)

             STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)

       For the Period from Inception (December 17, 1993) to March 31, 2005

<TABLE>
<CAPTION>
                                                 Series  A
                                              Preferred Stock                 Common Stock
                                         --------------------------    ---------------------------
                                           Shares         Amount         Shares          Amount
                                         -----------    -----------    -----------     -----------
<S>                                        <C>          <C>               <C>          <C>
Initial capitalization,
    December 17, 1993                             --    $        --        600,000     $       600
Shares issued under Reg. A                        --             --          1,700               2
Shares issued for cash                            --             --         30,145              30
Shares issued for services rendered               --             --         54,433              54
Shares issued under Private Placement             --             --          3,058               3
Shares issued to principals for
    guarantees and pledge of collateral           --             --        204,449             204
Shares issued to principals to settle
    compensation claims                           --             --        159,016             159
Shares issued for bridge loan
    commitment and origination fees               --             --         74,213              74
Preferred stock issued to settle debt        227,600        227,600             --              --
Recapitalization as a result of the
    acquisition of DCEC California                --             --       (410,982)           (410)
Preferred stock issued for cash            1,150,000      1,150,000             --              --
Preferred stock issued for services            9,599          9,599             --              --
Preferred stock issued as funding
    commitment fee                            60,000         60,000             --              --
Net loss through March 31, 2002                   --             --             --              --
                                         -----------    -----------    -----------     -----------

Balance, March 31, 2002                    1,447,199      1,447,199        716,032             716

<CAPTION>
                                                                                Total
                                             Additional                     Stockholders'
                                               Paid-in       Accumulated       Equity
                                               Capital         Deficit        (Deficit)
                                             -----------     -----------     -----------
<S>                                          <C>             <C>             <C>
Initial capitalization,
    December 17, 1993                        $    26,682     $        --     $    27,282
Shares issued under Reg. A                        94,998              --          95,000
Shares issued for cash                           314,970              --         315,000
Shares issued for services rendered               18,446              --          18,500
Shares issued under Private Placement            168,397              --         168,400
Shares issued to principals for
    guarantees and pledge of collateral           68,733              --          68,937
Shares issued to principals to settle
    compensation claims                           52,341              --          52,500
Shares issued for bridge loan
    commitment and origination fees               24,426              --          24,500
Preferred stock issued to settle debt             24,725              --         252,325
Recapitalization as a result of the
    acquisition of DCEC California                   410              --              --
Preferred stock issued for cash                 (218,202)             --         931,798
Preferred stock issued for services                   --              --           9,599
Preferred stock issued as funding
    commitment fee                                    --              --          60,000
Net loss through March 31, 2002                       --      (2,804,973)     (2,804,973)
                                             -----------     -----------     -----------

Balance, March 31, 2002                          575,926      (2,804,973)       (781,132)
</TABLE>

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


                                      F-4
<PAGE>

                               CHISTE CORPORATION

                        (A Development Stage Enterprise)

             STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)

       For the Period from Inception (December 17, 1993) to March 31, 2005

                                   (Continued)

<TABLE>
<CAPTION>

                                                  Series  A
                                              Preferred Stock                  Common Stock
                                        ---------------------------     --------------------------
                                           Shares          Amount          Shares         Amount
                                        -----------     -----------     -----------    -----------
<S>                                      <C>             <C>              <C>                <C>
Net loss                                         --              --              --             --
                                        -----------     -----------     -----------    -----------

Balance, March 31, 2003                   1,447,199       1,447,199         716,032            716

Shares issued upon conversion
    of preferred stock                   (1,447,199)     (1,447,199)        111,292            111
Share issued for services rendered               --              --          40,000             40
Net income                                       --              --              --             --
                                        -----------     -----------     -----------    -----------

Balance, March 31, 2004                          --              --         867,324            867

Round-up and
    fractional shares issued for the
    1-for-50 reverse split                       --              --           4,305              4

Settlement of related party notes
    and interest thereon, treated
    contributed to capital                       --              --              --             --

Shares issued upon conversion of
    secured convertible notes                    --              --       6,645,000          6,645

Shares issued settlement of debt                 --              --         245,000            245

Shares issued for cash                           --              --         900,000            900

Shares issued for services rendered              --              --         600,000            600

Net loss                                         --              --              --             --
                                        -----------     -----------     -----------    -----------

Balance, March 31, 2005                          --              --       9,261,629          9,261
                                        ===========     ===========     ===========    ===========

<CAPTION>
                                                                           Total
                                         Additional                    Stockholders'
                                          Paid-in       Accumulated       Equity
                                          Capital         Deficit        (Deficit)
                                        -----------     -----------     -----------
<S>                                     <C>             <C>             <C>
Net loss                                         --        (581,830)       (581,830)
                                        -----------     -----------     -----------

Balance, March 31, 2003                     575,926      (3,386,803)     (1,362,962)

Shares issued upon conversion
    of preferred stock                    1,447,088              --              --
Share issued for services rendered            4,960              --           5,000
Net income                                       --         560,695         560,695
                                        -----------     -----------     -----------

Balance, March 31, 2004                   2,027,974      (2,826,108)       (797,267)

Round-up and
    fractional shares issued for the
    1-for-50 reverse split                       (4)             --              --

Settlement of related party notes
    and interest thereon, treated
    contributed to capital                  103,455              --         103,455

Shares issued upon conversion of
    secured convertible notes               657,855              --         664,500

Shares issued settlement of debt             24,255              --          24,500

Shares issued for cash                       89,100              --          90,000

Shares issued for services rendered          59,400              --          60,000

Net loss                                         --        (168,706)       (168,706)
                                        -----------     -----------     -----------

Balance, March 31, 2005                 $ 2,962,035     $(2,994,814)    $   (23,518)
                                        ===========     ===========     ===========
</TABLE>

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


                                      F-5
<PAGE>

                               CHISTE CORPORATION

                        (A Development Stage Enterprise)

                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                          Dec.17,1993
                                                                Fiscal Year Ending         (Inception)
                                                                     March 31,               Through
                                                               2005            2004       March 31, 2005
                                                               ----            ----       --------------
<S>                                                        <C>             <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income (loss)                                        $  (168,706)    $   560,695     $(2,994,814)
  Adjustments to reconcile net income (loss) to net
    cash flows from operations:
     Depreciation and amortization                                  --          12,055         397,398
     Gain on disposition of business segment                        --        (681,129)       (681,129)
     Gain on settlement of obligations                              --        (106,276)       (295,955)
     Gain (loss) on disposition of assets                           --              --          26,949
    Secured notes issued for services                               --          59,374         138,374
     Secured notes issued for accrued interest                      --          37,624              --
     Common stock issued for services                           60,000           2,500          83,500
     Other non-cash common stock issuances                          --              --         121,437
     Non-cash preferred stock issuances                             --              --          69,599
    Amortization of deferred financing costs                        --              --          24,500
  Changes in assets and liabilities
     Net assets and liabilities of discontinued segment             --              --         778,602
     Accrued expenses and accounts payable                      24,580          37,191          29,500
     Deposit liability                                          50,000              --          50,000
                                                           -----------     -----------     -----------

Net cash flows from operating activities                       (34,126)        (77,966)     (2,252,039)

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchase of machinery and equipment                               --              --        (470,035)
  Proceeds from sales of assets                                     --              --          87,000
                                                           -----------     -----------     -----------

Net cash flows from investing activities                            --              --        (383,035)

CASH FLOWS FROM FINANCING ACTIVITIES
  Issuance of common stock for cash                             90,000              --         695,682
  Issuance of preferred stock, net of placement fees                --              --         931,798
  Borrowings on notes and credit lines                              --          77,815       1,938,052
  Repayments of notes and capital leases                            --              --        (874,476)
                                                           -----------     -----------     -----------

Net cash flows from financing activities                        90,000          77,815       2,691,056

Net increase in cash and cash equivalents                       55,874            (151)         55,982

Cash and cash equivalents,
   beginning of period                                             108             259              --
                                                           -----------     -----------     -----------

Cash and cash equivalents,
  end of period                                            $    55,982     $       108     $    55,982
                                                           ===========     ===========     ===========
</TABLE>

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


                                      F-6
<PAGE>

                               CHISTE CORPORATION

                        (A Development Stage Enterprise)

                      STATEMENTS OF CASH FLOWS (continued)

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

<TABLE>
<CAPTION>
                                                                                  Dec.17,1993
                                                         Fiscal Year Ending       (Inception)
                                                              March 31,             Through
                                                         2005          2004      March 31, 2005
                                                         ----          ----      --------------
<S>                                                 <C>            <C>             <C>
  Cash Paid for Interest                            $        --    $        --     $    48,960

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

Forgiveness of related party debt treated as
     capital contribution                           $   103,455    $        --     $   103,455

 Secured notes issued for services rendered         $        --    $    59,374     $   138,374
 Secured notes issued for accrued interest          $        --    $    37,624     $    37,624

 Common stock issued upon conversion of
     secured convertible notes                      $   664,500    $        --     $   664,500
Common stock issued for judgment debt               $    24,500    $        --     $    24,500
  Common stock issued for services                  $    60,000    $     5,000     $    83,500
  Common stock issued to settle compensation
     claims                                         $        --    $        --     $    52,500
 Common stock issued for loan fees                  $        --    $        --     $    68,937

  Preferred stock converted into common stock       $        --    $ 1,447,199     $ 1,447,199
  Preferred stock issued upon conversion of debt    $        --    $        --     $   252,325
  Preferred stock issued for services and fees      $        --    $        --     $    69,599

  Machinery acquired under capital leases           $        --    $        --     $   172,314

  Secured note issued for accounts payable          $        --    $        --     $    70,683

Asset Disposition transactions

     Disposition of operating assets                $        --    $  (291,382)    $  (291,382)
     Liabilities assumed by Aero Marine                      --        401,411         401,411
     Secured debt settled                                    --        571,100         571,100
     Resultant gain on disposition of assets                 --       (681,129)       (681,129)
 Secured notes issued for debt, accrued interest
     and other liabilities                          $        --    $   566,488     $   566,488
</TABLE>

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


                                      F-7
<PAGE>

                               CHISTE CORPORATION

                        (A Development Stage Enterprise)

                          NOTES TO FINANCIAL STATEMENTS

                                 March 31, 2005

NOTE 1 - SIGNIFICANT ACCOUNTING AND REPORTING POLICIES

Use of estimates

The financial statements have been prepared in conformity with generally
accepted accounting principles. In preparing the financial statements,
management is required to make estimates and assumptions that affect the
reported amounts of assets and liabilities as of the date of the statements of
financial condition and revenues and expenses for the year then ended. Actual
results may differ significantly from those estimates.

Net Loss Per Share

Basic loss per weighted average common share is computed by dividing the net
loss by the weighted average number of common shares outstanding during the
period. Potentially dilutive securities consisting of 800,000 warrants were
excluded from the loss per share for the year ended March 31, 2005, because
inclusion of such would be anti-dilutive.

The following table presents the computation of basic and diluted loss per share
from continuing operations for the fiscal years ended March 31, 2004:

                                             Loss       Shares    Per share
                                           --------    --------   ---------

Net income                                 $560,695
Preferred stock dividend                        N/A
                                           --------
Income available to common stockholders    $560,695
                                           ========

Basic EPS                                  $560,695     830,019    $   0.68
                                                                   ========
Effect of dilutive securities                    --      22,430
                                           --------    --------
Diluted EPS                                $560,695     852,449    $   0.66
                                                                   ========

Disposed Operations

The Company has adopted Statement of Financial Accounting Standards No. 144
"Accounting for the Impairment or Disposal of Long-Lived Assets". SFAS No. 144
modifies previous disclosures and requires additional disclosures for
discontinued operations and the assets associated with discontinued operations.
On June 30, 2003, the Company disposed of all of its operating assets to satisfy
the claims of creditors, and such asset disposition has been accounted for in
accordance with SFAS No. 144. On May 4, 2004, the Company underwent a change in
control and became a non-operating entity. Operations of the Company, prior to
the change in control are excluded from continuing operations.


                                      F-8
<PAGE>

                               CHISTE CORPORATION

                        (A Development Stage Enterprise)

                    NOTES TO FINANCIAL STATEMENTS (continued)

                                 March 31, 2005

NOTE 1 - SIGNIFICANT ACCOUNTING AND REPORTING POLICIES (cont.)

Stock Compensation For Services Rendered

The Company may issue shares of common stock in exchange for services rendered.
The costs of the services are valued according to generally accepted accounting
principles and will be charged to operations.

Fair Value of Financial Instruments

Financial instruments consist primarily of cash, and obligations under accounts
payable. The carrying amount of cash and accounts payable approximates fair
value because of the short maturity of those instruments.

Statement of Cash Flows

For purposes of the Statement of Cash Flows the Company considers all highly
liquid debt instruments purchased with an original maturity of three months or
less to be cash equivalents.

Recently Issued Accounting Pronouncements

In December 2002, the FASB issued SFAS No. 148, Accounting for Stock-Based
Compensation - Transition and Disclosure - an amendment of FASB Statement No.
123. SFAS No. 148 amends SFAS No. 123, Accounting for Stock-Based Compensation,
to provide alternative methods of transition for a voluntary change to the fair
value-based method of accounting for stock-based employee compensation. In
addition, SFAS No. 148 amends the disclosure requirements of SFAS No. 123 to
require prominent disclosures in both interim and annual financial statements
about the method of accounting for stock-based employee compensation and the
effect of the method used on reported results. SFAS No. 148 is effective for
financial statements issued for fiscal years ending after December 15, 2002. The
adoption of SFAS No. 148 did not have a material effect on its financial
position or results of operations.

In January 2003, the FASB issued FIN No. 46, Consolidation of Variable Interest
Entities, and amended the Interpretation in December 2003. FIN No. 46 states
that companies that have exposure to the economic risks and potential rewards
from another entity's assets and activities have a controlling financial
interest in a variable interest entity and should consolidate the entity,
despite the absence of clear control through a voting equity interest.
Disclosure of significant variable interest entities is required in all
financial statements issued after January 31, 2003, regardless of when the
variable interest was created. The adoption of FIN No. 46 will not have a
material effect on its financial position or results of operations.


                                      F-9
<PAGE>

                               CHISTE CORPORATION

                        (A Development Stage Enterprise)

                    NOTES TO FINANCIAL STATEMENTS (continued)

                                 March 31, 2005

NOTE 1 - SIGNIFICANT ACCOUNTING AND REPORTING POLICIES (cont.)

In May 2003, the FASB issued SFAS No. 150, Certain Financial Instruments with
Characteristics of Both Liabilities and Equity. SFAS No. 150 established
standards for how a company clarifies and measures certain financial instruments
with characteristics of both liabilities and equity. It requires a company to
classify such instruments as liabilities, whereas they previously may have been
classified as equity. SFAS No. 150 is effective for all financial instruments
entered into or modified after May 31, 2003. The Company anticipates that the
adoption of SFAS No. 150 will not have a material effect on its financial
position or results of operations.

In December 2004 the FASB issued a revised Statement 123 (SFAS 123R),
"Accounting for Stock-Based Compensation" requiring public entities to measure
the cost of employee services received in exchange for an award of equity
instruments based on grant date fair value. The cost will be recognized over the
period during which an employee is required to provide service in exchange for
the award -- usually the vesting period. The Company is evaluating the impact of
this new pronouncement and does not expect the effect of implementation will
have a significant impact on the Company's financial statements.

NOTE 2 - NATURE OF BUSINESS

Chiste Corporation (the "Company") is a Nevada chartered development stage
company headquartered in Vero Beach, Florida. The Company was incorporated in
Nevada in July 1999 as TSI Handling, Inc. ("TSIH"). Dyna-Cam Engine Corporation,
our predecessor, was originally incorporated in California in 1993 ("DCEC
California"). Effective March 31, 2000, TSIH acquired all of the assets of DCEC
California and shortly thereafter the Company changed its name to Dyna-Cam
Engine Corporation ("Dyna-Cam"). On June 30, 2003, the Company disposed of all
the Dyna-Cam operating assets (the "Asset Disposition"). Upon closing the Asset
Disposition, resulting in a change of control, Aztore Holdings, Inc. ("Aztore")
became the Company's controlling stockholder.

As a result of the Asset Disposition, the Company no longer had any meaningful
business assets, operations or sources of revenue. The Company plans to pursue
and negotiate a business combination or other strategic transaction. Ultimately,
the continuation of the Company as a going concern is dependent upon the
establishment of profitable operations. Because the achievement of these plans
in dependent on future events, there can be no assurance that future profitable
operations will occur as planned.

To further this business plan, on April 2, 2004, at a special meeting of the
Company's stockholders, the stockholders voted to change the Company's name to
Chiste Corporation. In addition, stockholders approved a 1-for-50 reverse stock
split of the common shares outstanding, with no impact on the number of
authorized shares, par value, or the common stock warrants outstanding.


                                      F-10
<PAGE>

                               CHISTE CORPORATION

                        (A Development Stage Enterprise)

                    NOTES TO FINANCIAL STATEMENTS (continued)

                                 March 31, 2005

NOTE 2 - NATURE OF BUSINESS (continued)

On May 3, 2004, Aztore and the Company agreed to settle certain secured notes
due Aztore, as well as all other amounts due Aztore, including amounts that
Aztore had earned or may have earned under certain advisory agreements with the
Company, by issuing Aztore a new secured note (the "New Secured Note") in the
principal amount of $664,500. Pursuant to a Securities Purchase Agreement dated
May 4, 2004 ("SPA"), the Company sold to Keating Reverse Merger Fund, LLC ("KRM
Fund") an aggregate of 800,000 shares of its common stock at a price of $0.10
per share for a total purchase price of $80,000. Concurrently, KRM Fund
purchased the New Secured Note from Aztore for $360,000, which KRM immediately
converted into 6,645,000 shares of common stock (collectively, the "Capital
Restructuring Transactions").

The closing of the Capital Restructuring Transactions became effective May 14,
2004 and resulted in a change of control of the Company. Pursuant to the SPA:
(i) Lanny R. Lang resigned as Chief Financial Officer, Secretary and Treasurer
and as a member of the Board of Directors effective May 4, 2004; (ii) Kevin R.
Keating was appointed as the Company's Secretary effective May 4, 2004; (iii)
Michael S. Williams resigned as the Company's President to be effective upon the
filing of the Company's Annual Report on Form 10-KSB for the fiscal year ended
March 31, 2004, with Kevin R. Keating replacing Mr. Williams as President upon
his resignation; and (iv) upon compliance with Rule 14(f)(1) of the Securities
Act of 1934, as amended, Kevin R. Keating was appointed as a member of the
Company's Board of Directors, and concurrently Mr. Williams resigned from his
position as a member of the Board of Directors.

After closing the Capital Restructuring Transactions, KRM Fund owned 7,445,000
shares or approximately 87% of the Company's issued and outstanding common
stock. Concurrently, the principal executive office of the Company was moved to
936A Beachland Boulevard, Suite 13, Vero Beach, FL 32963.

NOTE 3 - STOCKHOLDERS' EQUITY

On April 2, 2004, the stockholders of the Company approved a 1-for-50 reverse
stock split of the common shares outstanding, with no impact on the number of
authorized shares, the par value, or the common stock warrants outstanding.

Stockholders holding less than 5,000 shares of common stock but more than 100
shares received 100 shares after the reverse stock split. Stockholders holding
less than 100 shares of common stock were not affected by the reverse stock
split. No fractional shares were issued; all fractional share amounts were
rounded up to the nearest whole share. As a result of the reverse split, the
Company's shareholders prior to the reverse split held 871,629 shares of the
Company's common stock following the reverse split. All share amounts in the
accompanying financial statements and notes to the financial statements have
been restated to give retroactive effect to the reverse stock split.


                                      F-11
<PAGE>

                               CHISTE CORPORATION

                        (A Development Stage Enterprise)

                    NOTES TO FINANCIAL STATEMENTS (continued)

                                 March 31, 2005

NOTE 3 - STOCKHOLDERS' EQUITY (continued)

Pursuant to the SPA, On May 4, 2004, the Company sold to KRM Fund an aggregate
of 800,000 shares of its common stock, on a post-reverse split basis, at a price
of $0.10 per share for a total purchase price of $80,000. Concurrently, KRM Fund
purchased from Aztore the New Secured Note for a purchase price of $360,000,
which KRM Fund immediately converted into 6,645,000 shares of common stock at a
conversion price of $0.10 per share.

In connection with the closing of the SPA, an unrelated judgment creditor
entered into a release and settlement agreement dated April 28, 2004 pursuant to
which the judgment creditor agreed to convert its $24,500 liability into 245,000
shares of common stock.

In order to fund the Company's working capital needs, on May 27, 2004, the
Company sold to KRM Fund 100,000 shares of common stock at a purchase price of
$0.10 per share, for an aggregate consideration of $10,000.

On May 27, 2004, 400,000 shares of the Company's common stock were issued to
Kevin R. Keating, the Company's sole officer and director, as compensation for
services valued by the Company at $40,000. On May 27, 2004, 100,000 shares of
the Company's common stock were issued to Bertrand T. Ungar for consulting
services valued by the Company at $10,000. The stock is valued at a price of
$0.10 per share, which is same the per share value of the cash purchases of
common stock in the transactions mentioned above, which occurred
contemporaneously. The Company considers this to be the best estimate of the
fair value of the non-cash transaction.

On November 19, 2004, 100,000 shares of the Company's common stock were issued
to a financial consultant for services valued by the Company at $10,000. The
stock is valued at a price of $0.10 per share, which is the best estimate of the
fair value of the non-cash transaction.

NOTE 4 - GOING CONCERN

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern, which contemplates the realization of
assets and the satisfaction of liabilities in the normal course of business. For
the year ended March 31, 2005, the Company had no revenues, had losses from
operations of $159,690 and had an accumulated deficit of $(2,994,814) at March
31, 2005. The Capital Restructuring Transactions provided that any remaining
liabilities were either paid at closing, converted into shares of common stock,
or assumed by Aztore. Therefore, the Company is no longer in default on any
obligations.


                                      F-12
<PAGE>

                               CHISTE CORPORATION

                        (A Development Stage Enterprise)

                    NOTES TO FINANCIAL STATEMENTS (continued)

                                 March 31, 2005

NOTE 4 - GOING CONCERN (continued)

Although the Company's financial problems were addressed by the Capital
Restructuring Transactions, the lack of a formal plan to implement new business
operations and the uncertainty of future funding raises substantial doubt about
the Company's ability to continue as a going concern. Consistent with its
business plan, management plans to acquire an operating company that will have
experienced management and opportunities for growth. Management believes it can
successfully complete an acquisition that will enable the Company to continue as
a going concern. The financial statements do not include any adjustments
relating to the recoverability and classification of asset carrying amounts or
the amount and classification of liabilities that might result should the
Company be unable to continue as a going concern.

NOTE 5 - INCOME TAXES

The Company accounts for income taxes in accordance with SFAS No. 109,
Accounting for Income Taxes. SFAS No. 109 requires the use of an asset and
liability approach in accounting for income taxes. Deferred tax assets and
liabilities are recorded based on the differences between the financial
statement and tax bases of assets and liabilities and the tax rates in effect
when these differences are expected to reverse. SFAS No. 109 requires the
reduction of deferred tax assets by a valuation allowance, if, based on the
weight of available evidence, it is more likely than not that such portion of
the deferred tax asset will not be realized.

At March 31, 2005, the Company had accumulated net operating loss carryforwards
for federal tax purposes of approximately $2,877,400 that are available to
offset future taxable income, if any. Deferred income tax assets totaling
$1,147,000 at March 31, 2005 were offset by an equal valuation allowance. The
valuation allowance was provided due to the uncertainty of future realization of
federal and state net operating loss carryforwards that give rise to
substantially the entire net deferred income tax asset. The valuation allowance
increased by approximately $63,000 during the year ended March 31, 2005 and
decreased by $224,000 during the fiscal year ended March 31, 2004. The net
operating loss carryforwards expire in the years 2010 through 2025. The Capital
Restructuring Transactions have impaired the Company's ability to utilize the
remaining deferred income tax asset related to net operating loss carryforwards
due to limitations imposed by Section 382 of the Internal Revenue Code.
Accordingly, management has recorded a valuation allowance to reduce deferred
tax assets associated with net operating loss carryforwards to zero at March 31,
2005.


                                      F-13
<PAGE>

                               CHISTE CORPORATION

                        (A Development Stage Enterprise)

                    NOTES TO FINANCIAL STATEMENTS (continued)

                                 March 31, 2005

NOTE 6 - OPTIONS AND WARRANTS

The Company has approved an Equity Incentive Plan for the Company's directors,
officers, key employees and consultants covering 120,000 shares of Company
common stock (the "EIP.") Options granted under the EIP may be either "incentive
stock options," as defined in Section 422A of the Internal Revenue Code, or
"nonqualified stock options," subject to Section 83 of the Internal Revenue
Code, at the discretion of the Board of Directors and as reflected in the terms
of the written option agreement. The option price shall not be less than 100%
(110% if the option is granted to an optionee who at the time the option is
granted owns stock representing more than 10% of the total combined voting power
of all classes of stock of the Company) of the fair market value of the optioned
common stock on the date the options are granted. Options become exercisable
based on the discretion of the Board of Directors and must be exercised within
ten years of the date of grant. The EIP expires June 14, 2009.

The Company has adopted the disclosure-only provisions of SFAS No. 123,
Accounting for Stock-Based Compensation, and continues to account for stock
based compensation using the intrinsic value method prescribed by APB No. 25,
Accounting for Stock Issued to Employees. Accordingly, no compensation cost has
been recognized for the stock options granted to employees. There is no pro
forma effect on the Company's net income (loss) and income (loss) per share
amounts for the years ended March 31, 2005 and 2004, respectively, had
compensation cost for the stock options been determined based on the fair value
at the grant date, consistent with the provisions of SFAS No. 123.

Under the provisions of SFAS No. 123, there were no vested options for the
fiscal ended March 31, 2005 used to determine net earnings and earnings per
share under a pro forma basis. The fair value of each option grant is imputed
using the minimum value method and is based on the most recent arm's-length
stock issuance transaction. There were no stock options granted in the fiscal
year ended March 31, 2005. As part of the Asset Disposition, all stock options
issued under the Company's EIP were terminated by mutual agreements and
settlements effective June 30, 2003.

The Company has six series of warrants outstanding, with each series comprising
400,000 warrants. The Series A Warrants and Series B Warrants allow the holder
to purchase common stock at $2.00 per share. The Series C Warrants and Series D
Warrants allow the holder of each warrant to purchase one share of common stock
for $4.00. The Series E Warrants and Series F Warrants allow the holder to
purchase common stock at $6.00. Each warrant is callable by the Company for a
price of $0.0001 per warrant at any time.


                                      F-14
<PAGE>

                               CHISTE CORPORATION

                        (A Development Stage Enterprise)

                    NOTES TO FINANCIAL STATEMENTS (continued)

                                 March 31, 2005

NOTE 6 - OPTIONS AND WARRANTS (continued)

The reverse stock split approved by stockholders on April 2, 2004 did not impact
number or exercise price of the Company's outstanding warrants. The effect of
this special treatment of the warrants was to lower the exercise price of each
warrant and to increase the number of shares of common stock into which each
warrant is exercisable. The warrants continue to be callable at anytime for
$.0001 per warrant. These Warrants were amended by the Company's Board of
Directors on June 21, 2004 to extend the expiration date from June 30, 2004 to
June 30, 2005.

NOTE 7 - RELATED PARTY TRANSACTIONS

The sole officer and director of the Company, Kevin R. Keating, is the father of
the principal member of Keating Investments, LLC. Keating Investments, LLC is
the managing member of KRM Fund, which is the majority shareholder of the
Company, and a 90% owner of Keating Securities, LLC, a registered broker-dealer.
KRM Fund owns approximately 81.5% of the outstanding shares of the Company's
common stock as of March 31, 2005. Kevin R. Keating is not affiliated with and
has no equity interest in Keating Investments, LLC, Keating Securities, LLC and
KRM Fund and disclaims any beneficial interest in the shares of the Company's
stock owned by KRM Fund. Similarly, Keating Investments, LLC, Keating
Securities, LLC and KRM Fund disclaim any beneficial interest in the shares of
the Company's common stock currently owned by Kevin R. Keating.

On June 10, 2004, the Company entered into a contract with Vero Management,
L.L.C. ("Vero") for managerial and administrative services. Vero has not been
engaged to provide, and Vero does not render, legal, accounting, auditing,
investment banking or capital formation services. Kevin R. Keating, the sole
director of the Company, is the manager of Vero. The term of the contract is for
one year. In consideration of the services provided, Vero will be paid $1,000
for each month in which services are rendered. Accounts payable at March 31,
2005 includes $1,000 payable to Vero pursuant to the terms of this agreement.


                                      F-15
<PAGE>

                               CHISTE CORPORATION

                        (A Development Stage Enterprise)

                    NOTES TO FINANCIAL STATEMENTS (continued)

                                 March 31, 2005

NOTE 8 - AGREEMENT AND PLAN OF MERGER

On September 21, 2004, the Company, ICON Textile Laser Systems, Inc. ("ICON"), a
manufacturer and marketer of a complete line of laser equipment systems for the
textile and apparel finishing industry located in Vernon, California, ICON
Acquisition, Inc., a wholly owned subsidiary formed by the Company, certain ICON
stockholders and Keating Reverse Merger Fund, LLC ("KRM Fund"), the controlling
shareholders of Chiste, entered into an Agreement and Plan of Merger ("Merger
Agreement") by which ICON will merge with ICON Acquisition, Inc. and be the
surviving corporation, and become a wholly owned subsidiary of the Company (the
"Merger"). On November 17, 2004 the Company and ICON entered into a Mutual
Termination Agreement to terminate the Merger Agreement and to abandon the
Merger.

NOTE 9 - SUSEQUENT EVENTS

On April 5, 2005, 135,000 shares of the Company's common stock were issued to a
financial consultant for services rendered and valued by the Company at $13,500,
which amount was included in accounts payable at March 31, 2005. The stock is
valued at a price of $0.10 per share, which is the best estimate of the fair
value of the non-cash transaction.

On May 13, 2005, the Company entered into an Exchange Agreement ("Exchange
Agreement") with HydroGen, LLC, an Ohio limited liability company ("HydroGen"),
certain members of HydroGen owning approximately 69.7% of HydroGen's currently
outstanding membership interests, and Keating Reverse Merger Fund, LLC ("KRM
Fund"). Under the Exchange Agreement, Chiste will, at closing, acquire all of
the outstanding membership interests of HydroGen ("Interests") from the members
of HydroGen ("HydroGen Members"), and the HydroGen Members will contribute all
of their Interests to Chiste. In exchange, Chiste will issue to the HydroGen
Members shares of Series B Convertible Preferred Stock, par value $0.001 per
share, of Chiste ("Preferred Shares"), with each Preferred Share being
convertible into 185.35215 shares of Chiste's common stock ("Conversion
Shares"). As a condition of the closing of the transactions under the Exchange
Agreement ("Closing"), all of the current members of HydroGen must execute or
join the Exchange Agreement and agree to receive Preferred Shares in exchange
for their Interests. Following the Closing, HydroGen, LLC will become a
wholly-owned subsidiary of Chiste.


                                      F-16
<PAGE>

                               CHISTE CORPORATION

                        (A Development Stage Enterprise)

                    NOTES TO FINANCIAL STATEMENTS (continued)

                                 March 31, 2005

NOTE 9 - SUSEQUENT EVENTS (continued)

As a further condition of the Closing of the exchange transaction ("Exchange"),
HydroGen will have raised a minimum of $5,000,000 and a maximum of $12,000,000
in a private placement offering of Interests ("Placement") to accredited
investors ("HydroGen Investors"). The holders of HydroGen's $2,000,000 of
outstanding convertible bridge notes may convert their principal balances into
Interests under the private placement, but any conversions will not count
towards the minimum offering amount.

The consummation of the Placement is contingent on the completion of the
Exchange and an additional $7,000,000 being invested in Preferred Shares of
Chiste, promptly following the Exchange, by certain institutional investors
("Institutional Investors"). The proposed investment by the Institutional
Investors ("Investment") will involve the purchase of Preferred Shares directly
from Chiste promptly the Exchange, and the purchase price of the Preferred
Shares received by HydroGen Investors in the Placement as a result of the
exchange of their Interests will be the same as the purchase price of the
Preferred Shares paid by the Institutional Investors in the Investment.

Upon completion of the Exchange, the Placement and the Investment, the Preferred
Shares issued by Chiste to the HydroGen Members, the HydroGen Investors and the
Institutional Investors will represent in the aggregate 95.175% of the Company's
issued and outstanding shares of common stock on a fully diluted and
as-converted basis (without giving effect to certain outstanding Chiste warrants
that will expire June 30, 2005). Accordingly, the current stockholders of Chiste
will own 4.825% of the outstanding common stock (or, 9,396,629 shares of Chiste
common stock) immediately after completion of these transactions on a fully
diluted and as-converted basis.

There is no assurance that the transactions contemplated under the Exchange
Agreement will be completed.


                                      F-17
<PAGE>

                                  Exhibit Index

          Exhibit       Description of Exhibit
          Number

            31          Certification pursuant to Section 302 of the
                        Sarbanes-Oxley Act of 2002.
            32          Certification of Chief Executive Officer and Chief
                        Financial Officer of the Company, pursuant to 18 U.S.C.
                        Section 1350, as adopted pursuant to Section 906 of the
                        Sarbanes-Oxley Act of 2002.