UNITED STATES

SECURITIES AND
EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



FORM 10-QSB



QUARTERLY REPORT
PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES
EXCHANGE ACT OF 1934



|For the quarter ended September 30, 2004 | Commission
		file number 000-33109
|---------------------------------------- | ----------------------------------



ENTREMETRIX CORPORATION



|Nevada                                                           | 81-0444479                           
|---------------------------------------------------------------- | -------------------------------------
|(State or
		other jurisdiction of incorporation or organization) | (I.R.S.
		Employer Identification No)



18101 Von Karman
Avenue, Suite 330

Irvine, California
92612

(Address of Principal
Executive Offices)



(888) 798-9100

(Registrant's
telephone number)



Check whether the
issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the past 12 months (or for such shorter
period that the registrant was required to file such reports) and (2) has been
subject to such filing requirements for the past 90 days.



YesX     No _______



As of September 30,
2004, the number of shares outstanding of the registrant's only class of common
stock was 37,590,575.



Transitional Small
Business Disclosure Format (check one): Yes _____ No X

---

EntreMetrix
Corporation



Table of Contents

PART I - FINANCIAL INFORMATION



|Item 1
		Consolidated Financial Statements                                                                           
|---------------------------------------------------------------------------------------------------------------------
|                                                                                                                     
|Consolidated
		Balance Sheet as of September 30, 2004 (unaudited)                                                    
|                                                                                                                     
|Consolidated
		Statements of Operations for the Three and Nine Months ended September
		30, 2004 and 2003 (unaudited)
|                                                                                                                     
|Consolidated
		Statements of Cash Flows for the Three and Nine Months ended September
		30, 2004 and 2003 (unaudited)
|                                                                                                                     
|Notes to
		Consolidated Financial Statements (unaudited)                                                             
|                                                                                                                     
|Item 2
		Management's Discussion and Analysis of Financial Condition and Results
		of Operations                     
|                                                                                                                     
|Item 3
		Controls and Procedures                                                                                     
|                                                                                                                     
|PART II -
		OTHER INFORMATION                                                                                        
|                                                                                                                     
|Item 1 Legal
		Proceedings                                                                                           
|                                                                                                                     
|Item 2
		Changes in Securities                                                                                       
|                                                                                                                     
|Item 3
		Defaults Upon Senior Securities                                                                             
|                                                                                                                     
|Item 4
		Submission of Matters to a Vote of Security Holders                                                         
|                                                                                                                     
|Item 5 Other
		Information                                                                                           
|                                                                                                                     
|Item 6
		Exhibits and Reports on Form 8-K                                                                            
|                                                                                                                     
|Signatures                                                                                                           
|                                                                                                                     
|Index to
		Exhibits                                                                                                  
|                                                                                                                     
|Certifications                                                                                                       



Except as otherwise noted in this
report, "EntreMetrix," the "Company," "we," "us" and "our" collectively refer to
EntreMetrix Corporation and its wholly-owned subsidiaries.



---

ENTREMETRIX
CORPORATION (FKA MISSOURI RIVER AND GOLD GEM CORP.)

CONSOLIDATED BALANCE
SHEET (UNAUDITED)



|ASSETS                                                               |            
|-------------------------------------------------------------------- | -----------
|Current Assets                                                       |            
|Cash                                                                 | $ 239,012  
|Other Receivable                                                     | 12,343     
|Prepaid Expense                                                      | 22,077     
|Refundable Deposits                                                  | 53,814     
|Total Current Assets                                                 | 327,246    
|                                                                     |            
|Property and Equipment, net
		of accumulated depreciation of $23,399 | 37,205     
|                                                                     |            
|Capitalize Loan Fee, net of
		accumulated amortization of $1,188     | 6,794      
|                                                                     |            
|TOTAL ASSETS                                                         | $ 371,245  
|                                                                     |            
|LIABILITIES
		AND STOCKHOLDERS' DEFICIT                              |            
|Current Liabilities                                                  |            
|Accounts Payable                                                     | $ 2,931    
|Accrued Expenses                                                     | 300,215    
|Deferred Revenue                                                     | 174,787    
|Short-Term Notes Payable                                             | 114,475    
|Total Current Liabilities                                            | 592,408    
|                                                                     |            
|Long-Term Liabilities                                                |            
|Officers' Loan                                                       | 153,074    
|                                                                     |            
|Total Liabilities                                                    | 745,482    
|                                                                     |            
|Stockholders' Deficit                                                |            
|Preferred stock; $0.001 par value; 10,000,000 shares authorized;     |            
|none
		issued and outstanding                                        |            
|Common stock, $0.001 par value; 300,000,000 shares authorized;       |            
|37,590,575 shares issued and outstanding                             | 37,590     
|Common stock to be issued                                            | 6,000      
|Paid
		in Capital                                                    | 1,591,100  
|Deferred consulting expenses and compensation                        | (1,590,000)
|Accumulated Deficit                                                  | (418,927)  
|Total Stockholders' Deficit                                          | (374,237)  
|                                                                     |            
|TOTAL LIABILITIES AND
		STOCKHOLDERS' DEFICIT                        | $ 371,245  



See notes to
interim unaudited consolidated financial statements



1

---



ENTREMETRIX
CORPORATION (FKA MISSOURI RIVER AND GOLD GEM CORP.)

CONSOLIDATED
STATEMENTS OF OPERATIONS (UNAUDITED)



|                                               | For three
		months ended | For nine
		months ended
|---------------------------------------------- | ------------------------ | -----------------------
|                                               | September 30,            | September 30,          
|                                               | 2004                     | 2003                   
|Revenues                                       | $ 3,111,172              | $ 1,715,306            
|                                               |                          |                        
|Cost of Revenues                               | 2,939,621                | 1,608,734              
|                                               |                          |                        
|Gross Profit                                   | 171,551                  | 106,571                
|                                               |                          |                        
|Selling, general and
		administrative expenses | 238,488                  | 191,743                
|                                               |                          |                        
|Operating (loss)                               | (66,937)                 | (85,171)               
|                                               |                          |                        
|Other income (expenses)                        |                          |                        
|Interest income                                | -                        | -                      
|Interest expense                               | (11,434)                 | (6,488)                
|Total other income (expenses)                  | (11,434)                 | (6,488)                
|                                               |                          |                        
|Net (loss) before income
		taxes               | (78,371)                 | (91,659)               
|                                               |                          |                        
|Provision for taxes                            | -                        | -                      
|                                               |                          |                        
|Net (loss)                                     | $ (78,371)               | $ (91,659)             
|                                               |                          |                        
|Net (loss) per share-basic
		and diluted       | $ (0.00)                 | $ (0.02)               
|                                               |                          |                        
|Weighted Average Number of
		Shares            | 32,257,242               | 4,938,115              



See notes to
interim unaudited consolidated financial statements



2

---



ENTREMETRIX
CORPORATION (FKA MISSOURI RIVER AND GOLD GEM CORP.)

CONSOLIDATED
STATEMENTS OF CASH FLOWS (UNAUDITED)



|For the nine months ended
		September 30,                     | 2004        | 2003       
|------------------------------------------------------------- | ----------- | -----------
|CASH FLOW FROM OPERATING
		ACTIVITIES                         |             |            
|Net (loss)                                                    | $ (72,229)  | $ (268,510)
|Adjustments to reconcile net
		(loss) to net cash provided by |             |            
|(used in) operating
		activities:                             |             |            
|Depreciation and Amortization                                 | 14,592      | 6,976      
|(Increase) Decrease in:                                       |             |            
|Accounts Receivable                                           | 50,153      | 14,518     
|Other Receivable                                              | 2,880       | (17,879)   
|Prepaid Expenses                                              | 2,803       | 82,357     
|Deposits                                                      | (13,748)    | (10,548)   
|Increase (Decrease) in:                                       |             |            
|Accounts Payable and Accrued
		Expenses                       | (54,135)    | 149,607    
|Deferred Revenue                                              | 162,207     | (7,136)    
|Net cash flows provided by
		(used in) operating activities   | 92,523      | (50,616)   
|                                                              |             |            
|CASH FLOW FROM INVESTING
		ACTIVITIES                         |             |            
|Purchase of Property and
		Equipment                          | (8,087)     | (47,307)   
|Cash increase due to reverse
		acquisition by Entremetrix     | 19,171      | -          
|Net cash flows provided by
		(used in) investing activities   | 11,084      | (47,307)   
|                                                              |             |            
|CASH FLOW FROM FINANCING
		ACTIVITIES                         |             |            
|Proceeds from Officers' Loan                                  | 75,217      | 35,632     
|Net cash flows provided by
		financing activities             | 75,217      | 35,632     
|                                                              |             |            
|NET INCREASE (DECREASE) IN
		CASH                             | 178,824     | (62,291)   
|                                                              |             |            
|CASH AT BEGINNING OF PERIOD                                   | 60,188      | 106,283    
|                                                              |             |            
|CASH AT END OF PERIOD                                         | $ 239,012   | $ 43,992   
|                                                              |             |            
|Supplemental Disclosure of
		Cash Flow Information:           |             |            
|Interest Paid                                                 | $ 1,333     | $ -        
|                                                              |             |            
|Noncash Investing and
		Financing Activities:                 |             |            
|Issuance of common shares for
		deferred consulting services  | $ 1,470,000 | $ -        
|Issuance of common shares for
		deferred compensation         | $ 60,000    | $ -        
|Issuance of common shares for
		prepaid legal fees            | $ 20,000    | $ -        
|Common stock to be issued for
		deferred compensation         | $ 60,000    | $ -        



See notes to
interim unaudited consolidated financial statements



3

---



NOTE 1 - NATURE OF
BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



Nature of Business:
EntreMetrix Corporation, ("EntreMetrix") was incorporated in the state of Nevada
on July 17, 2002. EntreMetrix was established to provide human resource
management services including payroll processing, workers compensation and
payroll tax filings for small to medium size business. The service is a BPO
(Business Process Outsourcing).



On February 25, 2004,
Entremetrix entered into a Stock Purchase Agreement with Missouri River and Gold
Germ Corp ("MRGG"). It is agreed that MRGG will issue to the owner of
EntreMetrix 19,752,460 shares of common stock of MRGG in exchange of 100% of the
registered and fully paid up capital of EntreMetrix. The closing date of this
exchange transaction was March 8, 2004.



As a result of the
acquisition, the former owner of EntreMetrix holds a majority interest (80%) in
the combined entity ("the Company"). Generally accepted accounting principles
require in certain circumstances that a company whose stockholders retain the
majority voting interest in the combined business to be treated as the acquirer
for financial reporting purposes. Accordingly, the acquisition has been
accounted for as a "reverse acquisition" whereby EntreMetrix is deemed to have
purchased MRGG. However, MRGG remains the legal entity and the Registrant for
Securities and Exchange Commission reporting purposes. The historical financial
statements prior to March 8, 2004 are those of EntreMetrix. All shares and per
share data prior to the acquisition have been restated to reflect the stock
issuance as a recapitalization of EntreMetrix. After acquiring, the Company
changed its name to EntreMetrix Corporation.



Presentation of
Interim Information: The accompanying consolidated financial statements as
of September 30, 2004 and for the three and nine months ended September 30, 2004
and 2003 have been prepared by the Company, without audit, pursuant to the rules
and regulations of the Securities and Exchange Commission. Certain information
and footnote disclosures normally included in consolidated financial statements
prepared in accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such rules and regulations. However, the
Company believes that the disclosures are adequate to make the information
presented not misleading. These consolidated financial statements should be read
in conjunction with the financial statements and the notes there to included in
EntreMetrix audited annual financial statements for the year ended December 31,
2003



In the opinion of
Management, all adjustments (which include only normal recurring adjustments)
necessary to present fairly the financial position, results of operations and
cash flows as of September 30, 2004 and for the three and nine months ended
September 30, 2004 and 2003 have been made. The results of operations for the
three months and nine months ended September 30, 2004 are not necessarily
indicative of the operating results for the full year.



Principle of
Consolidation and Presentation: The accompanying consolidated financial
statements include the accounts of Circle Group Holdings Inc. and its
subsidiaries after elimination of all intercompany accounts and transactions.
Certain prior period balances have been reclassified to conform to the current
period presentation.



NOTE 2 - ACQUISITION



Pursuant to terms of
a Stock Purchase Agreement dated February 25, 2004, the Company purchased all of
the issued and outstanding shares of EntreMetrix in consideration for the
issuance of 19,752,460 shares of the Company's common stock to the shareholder
of EntreMetrix.



The acquisition is a
reverse takeover transaction whereby EnterMetrix is identified as the acquirer
(accounting parent) of EntreMetrix Corporation. The purchase price of
EntreMetrix Corporation is assumed to be equal to its book value and no goodwill
is recorded on the transaction. The amount ascribed to the shares issued to the
shareholder of EntreMetrix represents the net book value of MRGG at date of
closing March 8, 2004.



4

---

NOTE 3 - ACQUISITION
(continued)



Details of the net
liabilities acquired at book value at the acquisition dates are as follows:



|Current assets            | $
19,171
|------------------------- | --------
|Less: Current
liabilities | -       
|                          | $ 19.171



Supplemental
Information for EntreMetrix Inc. (Formerly known as Missouri River and Gold Gem
Corp):



Summary Balance
Sheets



|               | March 8, 2004 | December 31,
		2003
|-------------- | ------------- | -------------------
|Current assets | $ 19,171      | $ 33,316           
|Liabilities    | -             | -                  
|               |               |                    
|Net Assets     | $ 19,171      | $ 33,316           





Stockholders' Equity





|Stockholders' Equity:                                   | March 8, 2004 | December 31,
		2003
|------------------------------------------------------- | ------------- | -------------------
|Preferred stock, $0.001 par
		value; 100,000,000 shares |               |                    
|authorized; none issued and
		outstanding               | $ -           | $ -                
|Common stock, $0.001 par
		value; 300,000,000 shares    |               |                    
|authorized;4,962,869 shares
		issued and outstanding    | 4,938         | 4,938              
|Additional paid-in capital                              | 638,433       | 634,833            
|Accumulated deficit                                     | (624,200)     | (610,055)          
|                                                        |               |                    
|Total stockholders' equity                              | $ 19,171      | $ 29,716           





Summary Statements of
Operations



|                                      | For the Period
		ended | For the Year
		Ended
|------------------------------------- | ---------------------- | --------------------
|                                      | March 8, 2004          | December 31,
		2003 
|Revenue                               | $ -                    | $ -                 
|General and administrative
		expenses | 14,145                 | 15,259              
|                                      |                        |                     
|Net Loss for the Period               | $ (14,145)             | $ (15,259)          



NOTE 4 - MAJOR
CUSTOMERS



During the three and
nine months dated September 30, 2004, three major customers accounted for
$1,426,328 and $3,352,754 or 52.2% and 46.1% of total revenues, respectively.



During the three and
nine months ended September 30, 2003, two major customers accounted for $891,325
and $2,773,946 or 52.8% and 58.8% and of total revenues.



NOTE 5 - ACCRUED
EXPENSES



Accrued expenses at
September 30, 2004 consist of:



5

---

|Accrued Income Tax                     | $ 800    
|-------------------------------------- | ---------
|Accrued Interest Expenses              | 22,027   
|Accrued payroll and related
		expenses | 182,475  
|Accrued Other Expenses                 | 94,913   
|Total                                  | $ 300,215



NOTE 6 - NET INCOME
(LOSS) PER SHARE



The following table
sets forth the computation of basic and diluted earnings per share:



|                                         | Three Months
		ended | Nine Months
		ended
|---------------------------------------- | -------------------- | -------------------
|                                         | September 30,        |                    
|                                         | 2004                 | 2003               
|Numerator:                               |                      |                    
|Net (Loss)                               | $ (78,371)           | $ (91,659)         
|Denominator:                             |                      |                    
|Weighted Average Number of
		Shares      | 32,257,242           | 4,938,115          
|                                         |                      |                    
|Net (loss) per share-Basic
		and Diluted | $ (0.00)             | $ (0.02)           



The Company does not
have any dilutive securities as of September 30, 2004 and 2003.



NOTE 8 - GUARANTEES



The Company from time
to time enters into certain types of contracts that contingently require the
Company to indemnify parties against third-party claims. These contracts
primarily relate to: (i) divestiture agreements, under which the Company may
provide customary indemnifications to purchasers of the Company's businesses or
assets; and (ii) certain agreements with the Company's officers, directors and
employees, under which the Company may be required to indemnify such persons for
liabilities arising our of their employment relationship.



The terms of such
obligations vary. Generally, a maximum obligation is not explicitly stated.
Because the obligated amounts of these types of agreements often are not
explicitly stated, the overall maximum amount of the obligation cannot be
reasonably estimated. Historically, the Company has not been obligated to make
significant payments for these obligations, and no liabilities have been
recorded for these obligations on its consolidated balance sheet as of September
30, 2004.



NOTE 9 - SETTLEMENT
OF ACCOUNTS RECEIVABLE



On March 9, 2004,
EntreMetrix Corporation ("Buyer") entered into an agreement with Velocity
Holdings, Inc. ("Shareholder") and C & M Transportation, Inc. (the "Company") to
purchase 4,500,000 shares of ABED common stock to satisfy a portion of the
retained liability owing to the Buyer. The purchase price for the shares shall
be the cancellation of a portion of the retained liabilities in the amount of
$30,000. The transaction was cancelled in the second quarter. The Company did
not receive any stocks. The account receivable was fully reserved as of
September 30, 2004.



NOTE 10 - DEFERRED
CONSULTING SERVICES



On April 20, 2004,
the Company and NeoTactix (NTX) entered into a Business Consulting Agreement
pursuant to which Neotactix agreed to provide certain business consulting
services to the Company as specified in the Agreement, In exchange for such
services, the Company agreed to issue 4,900,000 shares of the Company's common
stock. The Company and NTX agree that the compensation shares issued the Company
to affiliates of NTX shall be cancelled and returned to the Company if, prior to
October 31, 2005, the Company has not achieved certain benchmarks pursuant to
the Agreement.



6

---



As of September 30,
2004, none of the benchmarks has occurred. The services, valued at $1.47
million, were deferred until the performances commit.



NOTE 11 - DEFERRED
COMPENSATION



In September, the
Board of Directors approved the issuance of 2,000,000 unregistered shares of
common stock to each of the six employees and entered into a Restricted Stock
Bonus Agreement with each of these employees. Each Restricted Stock Bonus
Agreement provides for certain vesting conditions, a lock-up agreement, a first
refusal right of the Company with respect to certain proposed transfers, a
drag-along right of the Company in connection with certain corporate
transactions, and a 5-year market stand-off agreement prohibiting transfers for
up to 180 days following the effective date of any registration statement of the
Company. If the employee does not meet the vesting conditions pursuant to the
Agreement by December 31, 2005, then a pro rata portion of the restricted shares
shall be vested based on the formula provided by the Agreement. All restricted
shares that do not vest as of December 31, 2005 shall be automatically rescinded
and cancelled. Each employee may vote the stock received to the extent any
unvested shares are rescinded and cancelled.



As of September 30,
2004, none of the vesting conditions has occurred and no shares were vested. The
compensations, valued at $120,000, were deferred until the restricted shares
vest.



NOTE 12 - 2004 STOCK
PLAN



On September 16,
2004, the Board of Directors approved a 2004 Stock Plan (the Plan) pursuant to
which there shall be 7,000,000 shares of common stock reserved for issuance and
under which the Company may issue incentive stock options (ISO), nonqualified
stock options, stock awards and stock bonuses to officers, directors and
employees. The price of the options granted pursuant to the plan shall not be
less than 85% of the fair market value of the shares on the date of grant. The
options vest immediately and expire after ten years from the date of grant or
after five years if ISO is granted. Prices for options granted to employees who
own greater than 10% or more of the Company's stock is at least 110% of the
market value at date of grant. At September 30, 2004, no stock options or awards
were granted, and there were 12,000,000 million stock bonuses granted to six
employees as disclosed in Note 11.



NOTE 13 - SEGMENT
INFORMATION



SFAS No. 131
"Disclosures about Segments of an Enterprise and Related Information" requires
that a publicly traded company must disclose information about its operating
segments when it presents a complete set of financial statements. Since the
Company has only one segment; accordingly, detailed information of the
reportable segment is not presented.



NOTE 14 - PENDING
LITIGATION



On August 19, 2004, a
civil complaint for breach of contract, declaratory relief, fraud, rescission
and appointment of a receiver was filed against the Company with Superior Court
of the State of California for the County of Orange. The complaint was filed by
the former president of the Company who was terminated by the Board of Directors
on August 3, 2004 for misappropriation of assets. The Board of Directors also
cancelled the shares issued to the former president in connection with the
reverse merger as disclosed in Note 3. The court denied a broad temporary
restraining order, but granted a limited order. Under the limited order, the
Company may not cancel the former president's stocks, issue new stock without
the Court's consent, or incur any expenditure, liability, obligation or issue
any check, draft or other instrument unless such instrument bears the signature
of the former president as wells as an officer or director of the Company. The
Company filed a counter claim alleging that the former president had no legal
right for 66% of those shares or 13,036,742 shares which would be used for
future acquisitions and corporate endeavors pursuant to an oral agreement. The
Company also alleged the former president for breach of fiduciary duty and
misappropriation of the Company's assets. The Company believes that the
complaint is without merit and intends to defend the action vigorously.



7

---

NOTE 15 - SUBSEQUENT
EVENT



On November 2, 2004,
the Board of Directors approved the issuance of 6,000,000 unregistered shares of
common stock to each of the officers and directors, and the Company entered into
a Shares for Debt Agreement with each of them on the same date. The
consideration received by the Company consisted of $60,000 in services rendered
or to be rendered by each of the officers during the period from October 1, 2004
through December 31, 2004, and a full release from any other claims for
compensation relating to such period.



8

---



ITEM 2. MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



Forward-looking Statements



The following discussion should be
read together with the information contained in the Consolidated Financial
Statements and related Notes included in the annual Form 10-KSB. All statements
made herein, other than statements of historical fact, which address activities,
actions, goals, prospects, or new developments that the Company expects or
anticipates will occur in the future, including such things as expansion and
growth of operations and other such matters, are forward-looking statements.
These statements represent the Company's expectations, hopes, beliefs,
anticipations, commitments, intentions and strategies regarding the future. They
may be identified by the use of words or phrases such as "believes," "expects,"
"anticipates," "should," "could be," "plans," "estimates," and "potential,"
among others. Any one or a combination of factors could materially affect the
Company's operations and financial condition. These factors include competitive
pressures, success or failure of marketing programs, changes in pricing,
creditor actions, and conditions in the capital markets. Forward-looking
statements made by the Company are based on knowledge of the Company's business
and the environment in which the Company currently operates. Because of the
factors listed above, as well as factors beyond the Company's control, actual
results may differ from those in the forward-looking statements.



Overview



We were originally incorporated as
McGinnis-Powell & Sons, Inc., under the laws of the State of Montana on July 29,
1983. Our corporate name was changed to "Missouri River Gold and Gem Corp." in
September of 1984. In 1985, we conducted a public offering of our common stock
pursuant to a Regulation A exemption from registration under the Securities Act
of 1933. Proceeds of the offering were used to acquire equipment and search for
commercial quantities of quality gemstones and gold along six thousand feet of
the Missouri River, which was leased from the State of Montana. No commercial
quantities of gold or gems were found.



In August 1986, we acquired 100%
(100,000 shares) of the outstanding Common Stock of American Dental
Manufacturing, Inc., a California corporation, in exchange for 2,350,492 shares
of Common Stock of Missouri River Gold and Gem Corp. Just prior to this
acquisition, our shareholders approved a one for twenty reverse stock split and
changed the name of the Company to American Dental Products Corporation. Thus,
after the reverse stock split and acquisition, there were a total of 2,938,115
shares of Common Stock outstanding. On June 12, 1990, we changed our name to
Missouri River and Gold Gem Corporation.

In June 2000, our Board of Directors
decided to commence implementation of the business purpose and to proceed with
filing a Form 10-SB. Our business plan was to locate and consummate a merger or
acquisition with a private entity.



On March 8, 2004, we acquired all of
the issued and outstanding common stock of EnStruxis, Inc., a Nevada
corporation, or EnStruxis, formerly known as EntreMetrix Corporation. The
transaction was completed pursuant to the terms of a Stock Purchase Agreement
dated February 25, 2004, or the Agreement, by and among the Company and
EnStruxis. As a result of the closing under the Agreement, EnStruxis became a
wholly-owned subsidiary of the Company. We intend to continue, and expand upon,
the business of EnStruxis. Upon the consummation of the transaction, we amended
our Articles of Incorporation to change our name to EntreMetrix Corporation, the
former name of EnStruxis.



We provide Business Processing
Outsourcing, or BPO, services for small businesses. Our core business involves
providing employee-related administration to small business owners, handling
such operations as payrolls, benefits and insurance, and regulatory filing, as
well as overall human resources, or HR, guidance as the client's "Administrative
Employer." We also provide financial guidance in areas of treasury management
and capital formation for small business clients. Our sales and marketing
efforts are targeted towards small business owners with fewer than 100
employees, which are dedicated to growth but are often times hindered by
operational and capital challenges. We market ourselves directly to small
business owners primarily using our sales staff but occasionally accept
inquiries from brokers or other intermediaries.



9

---



We believe our "Administrative
Employer" services allow small business owners to outsource the employee-related
administrative and regulatory duties in order to concentrate on their core
business competencies and growth. Generally, we provide our "Administrative
Employer" services to our clients on an annual contract basis. The services
related to employee administration, payroll, taxes and benefits are bundled with
our fee and invoiced to our clients each pay period. We deliver our invoice and
payroll to our clients the day before the client's "pay day". This practice
differs from the "Administrative Employer" or the payroll service industry,
which generally invoices and demands payment prior to payroll delivery. Our
practice, however, creates a collection risk from our small business clients. To
minimize this risk, we extend the "payroll float" to clients we determined to be
credit worthy, although there is no assurance that our determination is
accurate, or that our efforts to reduce such risks would be successful. Our
extension of credit to certain of our clients requires us to demand a higher
profit margin than is common to the "Administrative Employer" industry to
compensate us for this higher level of risk. This risk of collection, from time
to time, creates a working capital deficit for us, which may materially affect
our business operations and finances. For clients who we determine are not
credit worthy, we will require either payment in advance or cash on delivery
upon rendering of our services, similar to the standard practice of the
"Administrative Employer" and payroll service industry for all clients.



Because we are a service provider,
our primary operating costs and expenses are staff and management payroll,
salaries, and benefits. Our sales and general administrative expenses aside from
the foregoing include rent for office space, computer equipment and software
services and insurance. We currently have no copyrights, trademarks or patents,
but expect to pursue copyright and trademark protection for some of our
marketing programs and materials. Our business generally is not impacted by
seasonal changes.



Results of Operations



Quarter Ended September 30, 2004
Compared with Quarter Ended September 30, 2003



Revenues



We had total revenues of $3,111,172and $1,715,306 from
our BPO business for the three month period ended September 30, 2004, and 2003
respectively. The increase in revenue of $1,395,866 is attributable primarily to
the continued sales growth of the company and an increase in our profit margins
for new clients.



Cost of Sales



We incurred total costs of BPO services of $2,939,621,
and $1,608,734 for the three month period ended September 30, 2004, and 2003
respectively. The increase in our cost of sales of $1,330,887 was primarily
attributable to the fixed costs related to an approximately 81% increase in
revenues for the same 3 month period last year. We continue to reinvest in our
sales growth. We expect to that our cost of sales as a percentage of revenue to
remain high as we continue to grow our business. Salaries and commissions paid
to sales staff are a considerable up front cost to our sales process. We
typically hire and train a sales representative or independent agent who may
take many months to become productive in selling. We take on the cost associated
with bringing new sales representatives into our sales organization with no
assurance that they will become productive to the point of recovering our up
front costs or selling beyond recovery of our up front costs to produce a return
on our investment in their efforts.



We have a number of costs of sales
that are product or service specific that are outside of our sales staffing and
operational costs of sales, which include, but are not limited to, insurance
premiums and other compulsory payroll tax items that comprise our core billing
to our clients. We believe that some of these costs (insurance premiums and
rates, in particular) can moderate slightly downward as our business grows but
we have no assurance that our growth will result in a reduction in insurance
costs as part of our cost of sales.



Operating Expenses



Selling, general and administrative
expenses for the three month period ended September 30, 2004 and 2003 were
$238,489 and $191,743, respectively. These expenses consist primarily of
salaries and related costs for executive, sales, finance and other
administrative personnel, and the cost of facilities and related spending. The
increase in operating expenses of $46,746 was primarily attributable to higher
accounting and legal fees comprised of approximately $7,000 and $123,000
respectively compared to the prior year. The increase in legal expense by the
company is primarily due to the defense and legal action taken against the
former president who was removed by the board of directors. We have also
experienced an increase in liability insurance of approximately $2,200 and an
increase in insurance expense of approximately $4,200 over the prior year
period. In addition professional commissions and depreciation expense increased
approximately $2,000 and $1,900 respectively for the prior year. These increases
were offset in part by a decrease in salary and wages of $40,800 for the three
months ending September 30, 2004 for a 45% decrease compared to the same prior
year period. In addition tax penalty expense decreased $37,000 for the prior
year period which was one time expense. Slightly offsetting the increase was
travel and automobile expense, which decreased approximately $4,200 and $1,700
respectively, compared to the same prior year period.



10

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Net Loss



Our net loss for the three months ended September 30, 2004 was $78,371, as
compared to a net loss of $91,659 for the comparative period in 2003. Our
decrease in net loss is primarily attributed to sales growth of new client and a
realignment of wages on the operations side of our business. Additionally, we
have adjusted our margins on new business to levels slightly higher whenever
possible.



Nine Months Ended September 30, 2004
Compared with Nine Months Ended September 30, 2003



Revenues



We had total revenues of $7,827,334 and $4,760,194 from
our BPO business for the nine month period ended September 30, 2004, and 2003
respectively. The increase in revenue of $3,067,140 was primarily due to sales
growth over the prior period.We have three major clients that represent
approximately 52% of our total revenues for the nine months ended September 30,
2004. Our dependence on these major clients means that any loss associated with
these major clients would significantly reduce our revenues and profits. We
expect that our sales to these and other new major clients will continue to
contribute significantly to our revenue composition for foreseeable future.



Cost of Sales



We incurred total costs of BPO services of $7,198,514,
and $4,543,755 for the nine month period ended September 30, 2004, and 2003
respectively. The increase in our cost of sales of $2,654,759 was primarily
attributable to the fixed costs related to the approximately 65% increase in
revenue compared to last year.

Operating Expenses



Selling, general and administrative
expenses for the nine month period ended September 30, 2004 and 2003 were
$668,484 and $474,250, respectively. These expenses consist primarily of
salaries and related costs for executive, sales, finance and other
administrative personnel, and the cost of facilities and related spending. The
increase in expenses of $194,234 was primarily attributable to general operating
costs associated with the expansion of our company, including an increase of
legal expenses of approximately $62,600 and insurance expense of approximately
$18,300 over the prior year period. The increase in legal expense by the company
is primarily due to the defense and legal action taken against the former
president who was removed by the board of directors. Furthermore an increase of
$39,600 in accounting and SEC legal expenses carried over from the parent
company as a result of the reverse acquisition. In addition depreciation expense
and automobile expense increased approximately $3,700 and $4,600, respectively,
for the prior year. These increases were mostly offset by a decrease in tax
penalties of approximately 34,900 from the prior year period. A further offset
was a decrease in expenses for professional services and travel expenses of
approximately $22,500, and $5,800 respectively from the prior year period.



Net Loss



Our net loss for the nine months ended September 30, 2004 was $72,229, as
compared to a net loss of $268,510 for the comparative period in 2003. Our
decrease in net loss is primarily attributed to sales growth of new clients and
margin enhancement of existing clients. Our net loss for the three months ended
September 30, 2004 was $16,106, as compared to a net loss of $91,659 for the
comparative period in 2003. We have additionally adjusted our margins on new
business to levels slightly higher whenever possible and have made adjustments
to salary related expenses in the operations side of our business.



11

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Liquidity and Capital
Resources



Historically, we have
financed our operations through cash generated from the sale of equity
securities and debt financing, as well as increased in timing of payments for
accounts payable. At September 30, 2004, we had a working capital deficit of
$265,161, resulting primarily from our regular client payroll cycle and its
related float and tax liabilities.



Net cash provided by operating
activities was $92,523 for the third quarter of 2004 and resulted primarily from
an increase in deferred revenues of approximately $162,207, and an increase in
accounts receivable of approximately $50,153. This increase was offset by a
decrease in accounts receivable of approximately $54,135.



Net cash provided in investing
activities was $11,084 for the third quarter of 2004. This increase resulted
from the accounting for our reverse acquisition of EnStruxis, Inc, and was
slightly offset by purchases of property and equipment.



Net cash from financing activities
was $75,217 for the third quarter of 2004 and resulted from an officer loan.



Our liquidity is dependent on our
ability to meet our obligations, to obtain additional financing as may be
required and to obtain and maintain profitability. Our management continues to
review ways in which we might reduce operating expenses and obtain an infusion
of capital through either public or private investment in order to maintain our
liquidity. These steps include increasing operating revenues over last year
through the growth of the business, reducing costs by, among other things,
bringing certain outsourced projects in-house and making timely payments of our
obligations, building our stock and debt sources to provide additional working
capital, and reviewing our customer-base to determine the cost-effectiveness of
maintaining marginal clients or raising fees attributable to such clients. There
can be no assurance that we will be successful in executing our plans to improve
operations or obtain additional debt or equity financing.



Critical Accounting Policies and
Estimates



Our discussion and analysis of our
financial condition and results of operations are based upon our consolidated
financial statements, which have been prepared in accordance with accounting
principles generally accepted in the United States of America. The preparation
of these financial statements requires us to make estimates and judgments that
affect the reported amount of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amount of revenues and expenses for each period. The following
represents a summary of our critical accounting policies, defined as those
policies that we believe are: (a) the most important to the portrayal of our
financial condition and results of operations, and (b) that require management's
most difficult, subjective or complex judgments, often as a result of the need
to make estimates about the effects of matters that are inherently uncertain.



Use of estimates. The preparation
of the our financial statements in conformity with accounting principles
generally accepted in the United States requires our management to make certain
estimates and assumptions that directly affect the results of reported assets,
liabilities, revenue, and expenses. Actual results may differ from these
estimates. Significant estimates include valuation of prepaid workers
compensation, allowance for doubtful accounts, workers compensation payable and
third party contractual agreements.



Revenue Recognition. We recognize
revenue at the payroll date of the customer or as services are rendered. The
payroll fee is due prior to the payroll date, but is not considered revenue
until the date of the payroll. We report gross income as the total cost of the
invoice for the staffing services rendered including gross payroll, payroll
taxes, workers compensation, administrative fees and delivery fees. Amounts
received prior to the payroll payment date are classified as deferred revenue.

Accounts Receivable. Our
Management considers accounts receivable to be fully collectible, accordingly,
no allowance for doubtful accounts is required. If amounts become uncollectible,
they will be charged to operations when that determination is made.



Cash Equivalents. For purposes of
the statements of cash flows, we consider all highly liquid debt instruments
with an original maturity of three months or less to be cash equivalents.



Fair Value of Financial Instruments.
The carrying amounts of the financial instruments have been estimated by our
management to approximate fair value.



Property and Equipment. Property
and Equipment are valued at cost. Maintenance and repair costs are charged to
expenses as incurred. Depreciation is computed on the straight-line method based
on the following estimated useful lives of the assets: 3 to 5 years for
computer, software and office equipment, and 5 to 7 years for furniture and
fixtures.



Income Taxes. We utilize
Statement of Financial Accounting Standards (SFAS) No. 109, "Accounting for
Income Taxes," which requires the recognition of deferred tax assets and
liabilities for the expected future tax consequences of events that have been
included in the financial statements or tax returns. Under this method, deferred
income taxes are recognized for the tax consequences in future years of
differences between the tax bases of assets and liabilities and their financial
reporting amounts at each period end based on enacted tax laws and statutory tax
rates applicable to the periods in which the differences are expected to affect
taxable income. Valuation allowances are established, when necessary, to reduce
deferred tax assets to the amount expected to be realized. The provision for
income taxes represents the tax payable for the period and the change during the
period in deferred tax assets and liabilities.



Expense Recognition. We recognize
direct costs at the payroll date (at the same time as the revenue recognition).
The direct costs include gross payroll, payroll taxes, worker's compensation and
delivery fees.



Risk and Uncertainties



Ownership of our common stock
involves a high degree of risk. Some of the risks and uncertainties which may
affect our revenues and operations include the following:



Our business and prospects must be
considered in light of the risks and uncertainties to which early stage
companies are exposed.



Since June of 1990, we had been a
non-operating company until our acquisition of EnStruxis, Inc. in March of 2004.
Therefore, we have a limited operating history and our business and prospects
must be considered in light of the risks and uncertainties to which early stage
companies in rapidly evolving industries such as professional employment
services are exposed. We cannot provide assurances that our business strategy
will be successful or that we will successfully address those risks and the
risks described herein.



If we are unable to secure future
capital, we will be unable to continue our operations.



Our business has not been profitable
in the past and it may not remain profitable in the future. We may incur losses
on a quarterly or annual basis for a number of reasons, some within and others
outside our control. The growth of our business will require the commitment of
substantial capital resources. If funds are not available from operations, we
will need additional funds. We may seek such additional funding through public
and private financing, including debt or equity financing. Adequate funds for
these purposes, whether through financial markets or from other sources, may not
be available when we need them. Even if funds are available, the terms under
which the funds are available to us may not be acceptable to us. Insufficient
funds may require us to delay, reduce or eliminate some or all of our planned
activities and operations.



To successfully execute our current
strategy, we will need to improve our working capital position. The report of
our independent auditors accompanying our financial statements for the prior
quarter includes an explanatory paragraph indicating there is a substantial
doubt about the Company's ability to continue as a going concern due to
recurring losses. We plan to overcome the circumstances that impact our ability
to remain a going concern through a combination of increased revenues and
decreased costs, with interim cash flow deficiencies being addressed through
additional equity financing. We cannot provide any assurances, however, that we
will be successful in our efforts.



13

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Our quarterly operating results are
subject to significantly fluctuation and are not necessarily indicative of
future performance for any particular period.



Quarterly operating results can
fluctuate significantly depending on a number of factors, any one of which could
have a material adverse effect on our results of operations. The factors
include: the timing of services announcements and subsequent introductions of
new or enhanced services by us and by our competitors, the market acceptance of
our services, changes in our prices and in our competitors' prices, the timing
of expenditures for staffing and related support costs, the extent and success
of advertising, and changes in general economic conditions.



We may experience significant
quarterly fluctuations in revenues and operating expenses as we introduce new
services, especially as we enter the BPO business. Furthermore, quarterly
results are not necessarily indicative of future performance for any particular
period.



Since our competitors have greater
financial and marketing resources than we do, we may experience a reduction in
market shares and revenues.

The markets for our products and
services are highly competitive and rapidly changing. Some of our current and
prospective competitors have significantly greater financial, technical,
marketing resources than we do. Our ability to compete in our markets depends on
a number of factors, some within and others outside our control. These factors
include: the frequency and success of service introductions by us and by our
competitors, the selling prices of our services and of our competitors'
services, our ability to provide quality services to our customers and the
abilities of our competitors to provide same or better services, our marketing
abilities and the marketing abilities of our competitors, and the quality of
customer support offered by us and by our competitors.



Increases in health insurance
premiums, unemployment taxes and workers' compensation rates will have a
significant effect on our future financial performance.



Health insurance premiums, state
unemployment taxes, and workers' compensation rates are, in part, determined by
our claims experience, and comprise a significant portion of our direct costs.
We employ risk management procedures in an attempt to control claims incidence
and structure our benefits contracts to provide as much cost stability as
possible. However, should we experience a large increase in claims activity, the
unemployment taxes, health insurance premiums, or workers' compensation
insurance rates we pay could increase. Our ability to incorporate such increases
into service fees to clients is generally constrained by contractual agreements
with our clients. Consequently, we could experience a delay before such
increases could be reflected in the service fees we charge. As a result, such
increases could have a material adverse effect on our financial condition or
results of operations.



We carry substantial liability for
worksite employee payroll and benefits costs.



Under our client service agreements,
we become a co-employer of worksite employees and we assume the obligations to
pay the salaries, wages, and related benefits costs and payroll taxes of such
worksite employees. We assume such obligations as a principal, not merely as an
agent of the client company. Our obligations include responsibility for (1)
payment of the salaries and wages for work performed by worksite employees,
regardless of whether the client company makes timely payment to us of the
associated service fee; and (2) providing benefits to worksite employees even if
the costs incurred by us to provide such benefits exceed the fees paid by the
client company. If a client company does not pay us, or if the costs of benefits
provided to worksite employees exceed the fees paid by a client company, our
ultimate liability for worksite employee payroll and benefits costs could have a
material adverse effect on the Company's financial condition or results of
operations.



The maintenance of health and
workers' compensation insurance plans that cover worksite employees is a
significant part of our business.

The current health and workers'
compensation contracts are provided by vendors with whom we have an established
relationship, and on terms that we believe to be favorable. While we believe
that replacement contracts could be secured on competitive terms without causing
significant disruption to our business, there can be no assurance in this
regard.



14

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We could fail to attract or retain
key personnel, which could be detrimental to our operations.



Our success is dependent, in part,
upon our ability to attract and retain qualified management and technical
personnel. Competition for these personnel is intense, and we will be adversely
affected if it is unable to attract additional key employees or if it loses one
or more key employees. We may not be able to retain our key personnel.



As a major employer, our operations
are affected by numerous federal, state and local laws related to labor, tax and
employment matters.



By entering into a co-employer
relationship with employees assigned to work at client company locations, we
assume certain obligations and responsibilities or an employer under these laws.
However, many of these laws (such as the Employee Retirement Income Security Act
("ERISA") and federal and state employment tax laws) do not specifically address
the obligations and responsibilities of non-traditional employers such as
"Administrative Employers"; and the definition of "employer" under these laws is
not uniform. Additionally, some of the states in which we operate have not
addressed the "Administrative Employer" relationship for purposes of compliance
with applicable state laws governing the employer/employee relationship. If
these other federal or state laws are ultimately applied to our "Administrative
Employer" relationship with our worksite employees in a manner adverse to the
Company, such an application could have a material adverse effect on the
Company's financial condition or results of operations.



Laws vary from state to state
relating to the regulation of the "Administrative Employer," but generally
provide for monitoring the fiscal responsibility of "Administrative employer"
and, in some cases, codify and clarify the co-employment relationship for
unemployment, workers' compensation, and other purposes under state law. There
can be no assurance that we will be able to satisfy licensing requirements of
other applicable relations for all states. Additionally, there can be no
assurance that we will be able to renew our licenses in all states.



We are dependent upon two major
unrelated customers for a significant percentage of our sales, and the lose of
these key customers would materially reduce our revenues.



We have two major unrelated
customers, which represent approximately 34% of our total revenues for the nine
month ended June 30, 2004. Our dependence on these key customers means that the
loss of these key customers or any reduction in their work orders would
materially reduce our revenues. We expect that sales of our services to these
key customers will continue to contribute materially to our revenues in the
foreseeable future. The loss of, or a significant reduction in purchases by
these key customers could harm our business, financial condition and results of
operations.



If we acquire complementary
businesses, we may not be able to effectively integrate them into our current
operations, which would adversely affect our overall financial performance.



In order to grow our business, we may
acquire businesses that we believe are complementary. We currently do not have
any specific plans to do so, however. To successfully implement this strategy,
we must identify suitable acquisition candidates, acquire these candidates on
acceptable terms, integrate their operations and technology successfully with
ours, retain existing customers and maintain the goodwill of the acquired
business. We may fail in our efforts to implement one or more of these tasks.
Moreover, in pursuing acquisition opportunities, we may compete for acquisition
targets with other companies with similar growth strategies. Some of these
competitors may be larger and have greater financial and other resources than we
do. Competition for these acquisition targets likely could also result in
increased prices of acquisition targets and a diminished pool of companies
available for acquisition. Our overall financial performance will be materially
and adversely affected if we are unable to manage internal or acquisition-based
growth effectively. Acquisitions involve a number of risks, including:
integrating acquired services and technologies in a timely manner, integrating
businesses and employees with our business, managing geographically-dispersed
operations, reductions in our reported operating results from
acquisition-related charges and amortization of goodwill, potential increases in
stock compensation expense and increased compensation expense resulting from
newly-hired employees, the diversion of management attention, the assumption of
unknown liabilities, potential disputes with the sellers of one or more acquired
entities, our inability to maintain customers or goodwill of an acquired
business, the need to divest unwanted assets or products, and the possible
failure to retain key acquired personnel.



Client satisfaction or performance
problems with an acquired business could also have a material adverse effect on
our reputation, and any acquired business could significantly under perform
relative to our expectations. We cannot be certain that we will be able to
integrate acquired businesses, products or technologies successfully or in a
timely manner in accordance with our strategic objectives, which could have a
material adverse effect on our overall financial performance.

In addition, if we issue equity
securities as consideration for any future acquisitions, existing stockholders
will experience ownership dilution and these equity securities may have rights,
preferences or privileges superior to those of our common stock.



15

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We have never paid dividends on our
common stock and you may never receive dividends.



We have not paid any cash dividends
on our common stock to date and we do not anticipate paying cash dividends in
the foreseeable future. We intend to retain earnings, if any, to finance the
development and expansion of our business. Future dividend policy will be at the
discretion of our Board of Directors and will be contingent upon future
earnings, if any, our financial condition, capital requirements, general
business conditions and other factors. There can be no assurance that cash
dividends of any kind will ever be paid.



Our common stock may be affected by
limited trading volume and may fluctuate significantly, which may affect our
shareholders' ability to sell shares of our common stock.



There has been a limited public
market for our common stock and there can be no assurance that a more active
trading market for our common stock will develop. An absence of an active
trading market could adversely affect our shareholders' ability to sell our
common stock in short time periods, or possibly at all. Our common stock has
experienced, and is likely to experience in the future, significant price and
volume fluctuations, which could adversely affect the market price of our common
stock without regard to our operating performance. In addition, we believe that
factors such as quarterly fluctuations in our financial results and changes in
the overall economy or the condition of the financial markets could cause the
price of our common stock to fluctuate substantially. These fluctuations may
also cause short sellers to enter the market from time to time in the belief
that we will have poor results in the future. We cannot predict the actions of
market participants and, therefore, can offer no assurances that the market for
our stock will be stable or appreciate over time. These factors may negatively
impact shareholders' ability to sell shares of our common stock.



Because our stock is considered a
penny stock, any investment in our stock is considered to be a high-risk
investment and is subject to restrictions on marketability.



Trading of our common stock is
conducted over-the-counter through the NASD Electronic Bulletin Board and
covered by Rule 15g-9 under the Securities Exchange Act of 1934. Under this
rule, broker/dealers who recommend these securities to persons other than
established customers and accredited investors must make a special written
suitability determination for the purchaser and receive the purchaser's written
agreement to a transaction prior to sale. Securities are exempt from this rule
if the market price is at least $5.00 per share.



The Securities and Exchange
Commission adopted regulations that generally define a "penny stock" as any
equity security that has a market price of less than $5.00 per share.
Additionally, if the equity security is not registered or authorized on a
national securities exchange or the NASDAQ and the issuer has net tangible
assets under $2,000,000, the equity security also would constitute a "penny
stock." Our common stock does constitute a penny stock because our common stock
has a market price less than $5.00 per share and our common stock is not quoted
on Nasdaq. As our common stock falls within the definition of penny stock, these
regulations require the delivery, prior to any transaction involving our common
stock, of a disclosure schedule explaining the penny stock market and the risks
associated with it. Furthermore, the ability of broker/dealers to sell our
common stock and the ability of shareholders to sell our common stock in the
secondary market may be limited. As a result, the market liquidity for our
common stock is adversely affected. We can provide no assurance that trading in
our common stock will not be subject to these or other regulations in the
future, which may negatively affect the market for our common stock.
Furthermore, this lack of liquidity also may make it more difficult for us to
raise capital in the future.



ITEM 3. CONTROLS AND
PROCEDURES



(a) Evaluation of Disclosure
Controls and Procedures. An evaluation as of the end of the period covered
by this report was carried out under the supervision and with the participation
of our management, including our principal executive officer and principal
financial officer, of the effectiveness of our disclosure controls and
procedures, as such term is defined under Rule 13a-15(e) and Rule 15d -15
promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). Based on their evaluation, our principal executive officer and principal
financial officer concluded that our disclosure controls and procedures are
effective to ensure that we record, process, summarize, and report information
required to be disclosed by us in our quarterly reports filed under the
Securities Exchange Act within the time periods specified by the Securities and
Exchange Commission's rules and forms.



16

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(b) Changes in Internal Controls.
During the quarterly period covered by this report, there have not been any
changes in our internal controls over financial reporting (as defined in Rules
13a-15(f) and 15d-15(f) under the Exchange Act) that have materially affected,
or is reasonably likely to materially affect, our internal control over
financial reporting.



PART II. OTHER
INFORMATION



Item 1. Legal
Proceedings



None.



Item 2. Changes in
Securities



None.

Item 3. Defaults Upon
Senior Securities



Not applicable.



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



None.



Item 5. Other
Information



Due to certain events
occurring subsequent to our acquisition of EnStruxis, Inc., Richard McKinley has
been removed as a director and officer of EntreMetrix Corporation pursuant to
the actions duly approved by our board at a special board meeting duly held on
August 3, 2004. At the meeting, our board of directors appointed Scott A. Absher
as our new Chief Executive Officer and George Lefevre as our new Chief Financial
Officer and Secretary. Acting on behalf of EntreMetrix Corporation, the sole
shareholder of EnStruxis, Inc., our board also removed Mr. McKinley as a
director of EnStruxis, Inc. and appointed the current members of our board,
Arthur Lefevre, Mark A. Absher and Vincent Michael Keyes, III, as the new
directors of EnStruxis. The new board of EnStruxis then immediately convened a
meeting to remove Mr. McKinley and his wife Laurie McKinley as officers of
EnStruxis and appointed Scott A. Absher as its new Chief Executive Officer and
George Lefevre as its new Chief Financial Officer and Secretary. The above
actions became effective as of August 3, 2004.



As a result of Mr.
McKinley's termination and other events, pursuant to a unanimous written consent
of our board of directors, dated August 5, 2004, our board of directors then
authorized the cancellation of all 19,752,460 shares of our common stock issued
in the name of Mr. McKinley in connection with the acquisition of EnStruxis,
Inc. Mr. McKinley had agreed with EntreMetrix Corporation that these shares were
to stand in his name with the understanding that all but 2,450,000 of the shares
would be used by EntreMetrix Corporation for future acquisitions, thereby
allowing us to proceed with future acquisitions without the need to dilute the
holdings of our current shareholders. Our board authorized the issuance of a new
share certificate in the name of Mr. McKinley for 2,450,000 shares of our common
stock. The 2,450,000 shares to be issued to Mr. McKinley represent the actual
number of shares of our common stock to be intended to be held by Mr. McKinley
after completed the contemplated acquisitions. We intend to fund any future
acquisitions through the issuance of new shares of our common stock or through
other forms of consideration as determined by our board in the exercise of its
business judgment.



Subsequently to the foregoing events,
Mr. McKinley, though his legal counsel, has taken the position that he owns all
of the shares issued in his name in connection with the EnStruxis acquisition
and has demanded a return of the shares. Mr. McKinley is also demanding that a
shareholder's meeting be convened to consider, among other things, the removal
of one or more of our current directors. As of the date of this filing, Mr.
McKinley has not initiated any litigation on this matter. The demand for a
shareholder's meeting was sent to our board for consideration on August 12,
2004. Our board has not had sufficient time and opportunity to consider and
respond to Mr. McKinley's demand for a shareholders meeting.

---

Item 6. Exhibits and
Reports on Form 8-K

Exhibits:



Exhibit 31.1 -
				Certification by our President required by Rule 13a-14(a) or
				Rule 15d-14(a).



Exhibit 31.2 -
				Certification by our Chief Financial Officer required by Rule
				13a-14(a) or Rule 15d-14(a).



Exhibit 32.1 -
				Certification by our President required by Rule 13a-14(b) or
				Rule 15d-14(b) and section 906 of the Sarbanes-Oxley Act of
				2002, 18 U.S.C. Section 1350.



Exhibit 32.1 -
				Certification by our Chief Financial Officer required by Rule
				13a-14(b) or Rule 15d-14(b) and section 906 of the
				Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350.



On
				April 30, 2004, we filed with the Securities and Exchange
				Commission an amended Form 8-K in which we attached a letter
				from our former accountants relating to the change in our
				accountants (Item 7).



On
				May 12, 2004, we filed with the Securities and Exchange
				Commission a Form 8-K announcing the effectiveness of our name
				change from "Missouri River and Gold Gem Corp." to "EntreMetrix
				Corporation" (Items 5 and 7).



On
				May 19, 2004, we filed with the Securities and Exchange
				Commission an amended Form 8-K in which we provided the required
				financial statements and disclosures in connection with the
				acquisition of EnStruxis, Inc. and the resulting change in
				control (Items 1, 2 and 7).



On
				September 1, 2004, we filed with the Securities and Exchange
				Commission a Form 8-K announcing the resignation of three
				directors, and the appointment of two members to the company's
				board of directors. In addition the company disclosed that the
				former president who was terminated by the board of directors
				filed a civil complaint against Entremetrix. (Items 5.02 and
				8.01)



On
				November 3, 2004, we filed with the Securities and Exchange
				Commission a Form 8-K in which we entered into a restricted
				stock bonus agreement with six of our employees. In addition the
				company entered into a shares for debt agreement with each of
				George LeFevre, the Treasurer, Secretary and a Director of the
				Registrant, and Scott Absher, the President and a Director of
				the company. (Items 2.01, 3.02, and 9.01)



[Signature Page
Follows.]

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SIGNATURES



In accordance with
the requirements of the Exchange Act, the registrant caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.



|                         | ENTREMETRIX CORPORATION   
|------------------------ | --------------------------
|Dated: November 15, 2004 | By:/s/
Scott W. Absher    
|                         | Scott W. Absher, President

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