Table of Contents





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

# Amendment No. 1to

FORM 10-KSB

Annual report under section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended: May 31, 2005

Commission file number:333-61801

|Jurak Corporation World Wide, Inc.                         
|-----------------------------------------------------------
|                                                           
|(Name of small business issuer in its charter)             
|                                                           
|Minnesota                                                  
|                                                           
|(State or other jurisdiction of incorporation              
|or organization)                                           
|                                                           
|1181 Grier Drive, Suite C, Las Vegas, Nevada 89119-3746    
|                                                           
|(Address of principal executive offices)                   
|                                                           
|(702) 914-9688                                             
|                                                           
|(Issuers telephone number)                                
|                                                           
|Securities registered pursuant to Section 12(b) of the Act:
|None                                                       
|                                                           
|Securities registered pursuant to Section 12(g) of the Act:
|Common Stock, no par value(Title of Class)                 

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

Yesx     
Noo

Check here 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-KSBo

Indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of Exchange Act.)
Yeso   
Nox

State issuers revenues for its most recent fiscal year (ending May 31,
2005): $2,364,398







---

Table of Contents

We continually strive to
improve our marketing strategies, including the compensation structure within our network marketing organization, to attract and
motivate distributors. These efforts are designed to increase monthly product sales and the recruiting of distributors. We have
set aside 3,000,000 shares of our restricted common stock for our distributors under a plan whereby the distributors earn a stock
bonus based on sales and bonus points. A distributor who purchases enough product for 160 points sponsors three
persons who each purchase enough product for 160 points and who in turn sponsor three additional persons who each purchase enough
product for 160 points will receive ten certificates. The number of certificates outstanding at May 31, 2005 and 2004 was 83,434
and 86,694 respectively. Each certificate earned is redeemable for one share of our restricted common stock at the current market
price at the time of redemption. The shares of common stock are contractually restricted from sale for three year from the time of
earning.

We believe that in addition
to the United States and Canadian markets, significant growth opportunities continue to exist in international markets. We intend
to select new markets following an assessment of several factors including market size, anticipated demand for the Jurak Classic
Whole Body Tonic, receptivity to network marketing and ease of entry, which includes consideration of possible regulatory
restrictions on our products or network marketing system.

# Material Agreements

Intellectual Property License Agreement

On approximately January 1,
1999, we entered into an intellectual property license agreement (the License Agreement) with Jurak Holdings Limited, a
corporation organized under the laws of the Province of Alberta and an affiliate of our Chief Executive Officer and one of our
directors (Jurak). Pursuant to the terms and provisions of the License Agreement, we are required to pay the greater
of $500,000 for fiscal year 2003 and each calendar year thereafter during the first ten years of the License Agreement (the
Minimum Royalty Fee) or eight percent of the net sales price of all license products sold under the License Agreement
(the Continuing Royalty Fee). After fiscal 2013, we are required to make payments in the amount of the Continuing
Royalty Fee.

As of the date of this Annual
Report, the amount of the accrued payments due and owing to Jurak under the License Agreement pursuant to the Minimum Royalty Fee
and the Continuing Royalty Fee is $900,736.

# Intellectual Property

Patents and other proprietary
rights are vital to our business operations. We protect our technology through a trademark that Jurak Holdings Limited
(JHL) owns and can license. JHLs policy is to seek appropriate protection both in the United States and abroad
for our Jurak Classic Whole Body Tonic and other products. We have acquired trademark protection as follows.

2

---

Table of Contents

Government
Regulation.

Any changes in regulation by
the Federal Trade Commission (FTC) and/or the U.S. Food and Drug Administration (FDA) with respect to
labeling and advertising of our products could have an adverse affect on our business. A change in these requirements could add
additional cost to the production of our products.

If Our Competitors
Misappropriate Proprietary Known-How and Our Trade Secrets, it Could Have a Material Adverse Affect on our Business.

The loss of or inability to
enforce our trademarks and other proprietary know-how and trade secrets could adversely affect our business. We depend heavily on
our trade secrets. If any of our competitors copies or otherwise gains access to our trade secrets or develops similar herbal
tonic products independently, we would not be able to compete as effectively. The measures we take to protect our trade secrets
and design expertise may not be adequate to prevent their unauthorized use. Further, the laws of foreign countries may provide
inadequate protection of such intellectual property rights. We may need to bring legal claims to enforce or protect such
intellectual property rights. Any litigation, whether successful or unsuccessful, could result in substantial costs and diversions
of resources. In addition, notwithstanding the rights we have secured in our intellectual property, other persons may bring claims
against us that we have infringed on their intellectual property rights or claims that our intellectual property right interests
are not valid. Any claims against us, with or without merit, could be time consuming and costly to defend or litigate and
therefore could have an adverse affect on our business.

# RISKS RELATED TO OUR COMMON STOCK

Sale of Restricted Common Stock.

As of May 31, 2005, there are
31,937,267 outstanding shares of our common stock, of which 848,384 are restricted securities as that term is defined in Rule 144
under the Securities Act of 1933, as amended (the Securities Act). Although the Securities Act and Rule 144 place
certain prohibitions on the sale of restricted securities, restricted securities may be sold into the public market under certain
conditions. Further, as of May 31, 2005, there are no warrants outstanding other than the 195,000 we initiated during the
year ended May 31, 2004 in a private placement of common stock for 1,000,000 shares at the price of $1.00 per share which at May
31, 2004, 195,000 shares had been issued related to this private placement. The placement includes a warrant for each share
purchased and is exercisable at $1.25 per share for two years from that date.

3

---

Table of Contents

# SECURITIES AUTHORIZED FOR ISSUANCE UNDER COMPENSATION PLANS

As of the date of this Annual
Report, we are offering up to 3,000,000 shares to our distributors under a plan whereby the distributors earn a stock bonus based
on sales and bonus points. Each certificate will be redeemed for one share of our common stock three years after it has been
earned. The number of certificates outstanding at May 31, 2005 was 83,433. As of the date of this Annual Report, we have 195,000
warrants issued or outstanding.

|                                                         
|---------------------------------------------------------
|
|                                                         
|
|
|                                                         
|Equity compensation plansapproved by security holders    
|                                                         
|Equity compensation plansnot approved by security holders
|Ambassador Program                                       
|Warrants                                                 
|                                                         

# RECENT SALES OF UNREGISTERED SECURITIES

# Debt Settlement

During fiscal year ended May
31, 2005, we entered into a settlement of outstanding debt with one of our executive officers for services rendered (the
Settlement Agreement). Pursuant to the terms and provisions of the Settlement Agreement, we issued 453,384 shares of
our restricted common stock at $0.20 per share to settle the principal amount of $90,677 plus accrued interest due and owing. The
per share price of the shares was arbitrarily determined by our Board of Directors based upon analysis of certain factors
including, but not limited to, the trading price per share of our common stock on the OTC Bulletin Board, our stage of
development, industry status, investment climate and perceived investment risk. We issued shares of our restricted stock in
accordance with the transactional exemption under Section 4(2) of the Securities Act of 1933, as amended (the 1933
Securities Act). The executive officer acknowledged that the securities to be issued have not been registered under the 1933
Securities Act and that she understood the economic risk of an investment in the securities.

# ITEM 6.    MANAGEMENTS DISCUSSIONAND ANALYSIS OR PLAN OF OPERATION

The following discussion and
analysis of our results of operations and financial position should be read in conjunction with our audited financial statements
and the notes thereto included elsewhere in this Annual Report. Our consolidated financial statements are prepared in accordance
with U.S. GAAP.

# SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

The following discussion is
intended to provide an analysis of our financial condition and should be read in conjunction with our audited financial statements
and the notes thereto.  The matters discussed in this section that are not historical or current facts deal with potential
future circumstances and developments.  Such forward-looking statements include, but are not limited to, the development
plans for our growth, trends in the results of our development, anticipated development plans, operating expenses and our
anticipated capital requirements and capital resources.  Our actual results could differ materially from the results
discussed in the forward-looking statements.

4

---

Table of Contents

# RESULTS OF OPERATIONS

|                                 | Year ended May 31,
|-------------------------------- | ------------------
|
|Sales                            |                   
|Gross Profit                     |                   
|Net Loss                         |                   
|                                
|Basic and Diluted Loss per Share |                   

The results for fiscal year
ended May 31, 2005 include decreased cost of sales. Also, our revenue has decreased by 12% resulting in a 13% decrease in gross
profit margin in 2004. We continue to build a team of experienced industry professionals and distributors that can lead us to
success in herbal industry. We believe our operating systems as implemented reduce shipping errors and increase logistic
efficiencies and customer service. As a result of managements efforts, we believe we have successfully negotiated the lowest
costs of goods and payment terms.

# Fiscal Year Ended May 31, 2005 Compared to Fiscal Year Ended May 31, 2004

Our net loss during fiscal
year ended May 31, 2005 was ($508,634) compared to ($295,276) during fiscal year ended May 31, 2004 (a decrease of $213,358).
During fiscal year ended May 31, 2005, we generated $2,364,398 in gross sales compared to $2,691,915 in gross sales for fiscal
year ended May 31, 2004 (a decrease of $327,517). Cost of goods sold decreased during fiscal year ended May 31, 2005 to $508,022
from $577,838 for fiscal year ended May 31, 2004, resulting in net sales or a gross margin of $1,856,376 for fiscal year ended May
31, 2005 compared to $2,114,077 for 2004, as further discussed below.

During fiscal year ended May
31, 2005, we recorded operating expenses of $1,992,211 compared to operating expenses of $2,312,192 during fiscal year ended May
31, 2004 (a decrease of $319,981). Selling, general and administrative expenses comprised our operating expenses and consisted of:
(i) $418,707 (2004: $414,589 in salaries and employee benefits; (ii) $54,511 (2004: $25,395) in advertising and promotion; (iii)
$558,608 (2004: $738,238) in contract labor; (iv) $63,897 (2004: $76,900) in legal and accounting; (v) $146,600 (2004: 309,149) in
office and general; (vi) $113,741 (2004: $132,476) in rent; (vii) $63,831 (2004: $23,770) in insurance; (viii) $12,747 (2004:
$8,535) in depreciation; (ix) $285,275 (2004: $298,636) in consulting fees; and (x) $125,353 (2004: $97,643) in interest expense.

Our net loss during fiscal
year ended May 31, 2005 was ($508,634) or ($0.02) per share compared to a net loss of ($295,276) or ($0.01) per share for fiscal
year ended May 31, 2004. For fiscal year ended May 31, 2005, the weighted average number of shares outstanding was 31,615,449
compared to 31,104,962 for fiscal year ended May 31, 2004.

5

---

Table of Contents

Sales and Gross Margins

Sales for fiscal year ended
May 31, 2005 were $2,364,398, a slight decrease of 12% over last years sales of $2,691,915. The decrease was due to costs
associated with our effort to more effectively service our distributors through increased public awareness of our product,
including Tonicman radio shows, news releases, advertisements in industry newspapers and direct response TV commercials. In 2005,
we focused our sales strategy on a network distribution system. We have also been prominently featured in some key industry
publications and attended industry trade shows thereby increasing the visibility of our Jurak Classic Whole Body Tonic and our
product mission.

Gross profit or margin in
fiscal year ended May 31, 2005 thus decreased slightly over fiscal year ended May 31, 2004. Gross margin for fiscal year ended May
31, 2005 was $1,856,376 compared with $2,114,077 for the same period for 2004. Gross margin as a percentage of revenue increased
to 31% in fiscal year ended May 31, 2005 from 26% in 2004. The increase from fiscal year 2003 to 2004 is primarily due to our
ongoing efforts to reduce cost of product by negotiating better terms with new suppliers.

Operating Expenses

Total operating expenses for
fiscal year ended May 31, 2005 were $1,992,211 compared with $2,312,192 for the same period in 2004. The decrease is related
primarily to decreased expenditures on legal and accounting fees, office and general expenses, consulting fees, as well as
decreased costs. The decrease in costs have been incurred in order to attempt to achieve increased levels of revenue.

For fiscal year ended May 31,
2005, advertising and promotion expenditures totaled $54,511 compared with $25,395 for 2004. The increase is related to continued
efforts to improve the market awareness of Jurak Classic Whole Body Tonic in order to increase sales growth. During fiscal year
ended May 31, 2005, we have advertised in industry publications and attended large industry tradeshows in the United States as
well attended distributors regional shows in the United States. Other promotions on behalf of our distributors have included
a direct response TV commercials to increase awareness by getting our Jurak Classic Whole Body Tonic into consumers hands to
educate the public on ways to reverse the bodys degenerative process.

Salaries and benefits for
fiscal year ended May 31, 2005 were $418,707 compared with $414,589 in 2004. Contract labor decreased from $558,608 for fiscal
year ended May 31, 2005 compared with $738,238 for 2004. Contract labor is utilized to provide us with maximum flexibility. These
increases are related to our ongoing commitment to strengthen our distributorship teams in order to achieve increased sales.

Interest costs for fiscal
year ended May 31, 2005 were $125,353 compared with $97,643 for the same period in 2004. Interest costs primarily relate to the
$1,345,813 loan from a principal stockholder and related entities.

6

---

Table of Contents

Net Loss

The net loss for fiscal year
ended May 31, 2005 was ($508,634) compared to a net loss of ($295,276) for fiscal year ended May 31, 2004, a decrease of
$213,358. Basic loss per share was ($0.02) for fiscal year ended May 31, 2005 and ($0.01) per share for fiscal year ended
May 31, 2004.

# LIQUIDITY AND CAPITAL RESOURCES

As of May 31, 2005, our
current assets were $117,389 and our current liabilities were $2,535,097, which resulted in a working capital deficit of
$2,417,708. As of May 31, 2005, total assets were $189,319 consisting of: (i) $488 in cash; (ii) $561 in accounts receivable;
(iii) $104,194 in inventory; (iv) $12,146 in prepaid expenses; (v) $35,544 in restricted cash; (vi) $9,410 in deposits; and (vii)
$26,976 in office furnishings and equipment (net depreciation and amortization).

As of May 31, 2005, total
liabilities were comprised of (i) $253,780 in accounts payable; (ii) $367,104 in accrued compensation; (iii) $554,466 in accrued
royalties; (iv) $,345,813 payable to stockholder/officer; (v) $7,241 in checks issued in excess of bank balance; and (vi) $13,135
in current and long-term portion of capital lease obligation.

Stockholders deficit
increased from ($2,239,967) at fiscal year ended May 31, 2004 to ($2,599,666) at fiscal year ended May 31, 2005.

Net cash flows from operating
activities during fiscal year ended May 31, 2005 was $5,671 compared with net cash flows used in operating activities of
($147,705) for the same period in 2004. The change was caused by an increase in inventories and prepaid expenses.

During fiscal year ended May
31, 2005, net cash used in investing activities was ($2,744) compared with net cash used in investing activities of ($9,200)
during fiscal year ended May 31, 2004. Net cash used in investing activities during fiscal years ended May 31, 2005 and 2004,
respectively, was primarily for the purchase of office equipment.

During fiscal year ended May
31, 2005, net cash provided by financing activities was ($2,951) compared with net cash provided by financing activities of
($143,668 during fiscal year ended May 31, 2004. The decrease is related to a decrease in proceeds received from stock issuances
and the note payable to the stockholder/officer.

7

---

Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders
Jurak Corporation World Wide, Inc.

We have audited the
accompanying balance sheet of Jurak Corporation World Wide, Inc., a Minnesota corporation, as of May 31, 2004, and the related
statements of operations, stockholders deficit and cash flows for the year then ended. 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 standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial
statements present fairly, in all material respects, the financial position of Jurak Corporation World Wide, Inc. as of May 31,
2004, and the results of its operations and its cash flows for the year then ended, in conformity with U.S. generally accepted
accounting principles.

The accompanying financial
statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial
statements, the Company has suffered recurring losses from operations and its total liabilities exceed its total assets. These
factors raise substantial doubt about its ability to continue as a going concern. Managements plans in regard to these
matters are also described in Note 2. The financial statements do not include any adjustments that might result from the
outcome of this uncertainty.

VIRCHOW, KRAUSE & COMPANY, LLP

Minneapolis, Minnesota
July 9, 2004

8

---

Table of Contents

# JURAK CORPORATION WORLD WIDE, INC.

# BALANCE SHEETS
May 31, 2005 and 2004

|                                                                           | 2005 |  | 2004
|-------------------------------------------------------------------------- | ---- |  | ----
|ASSETS                                                                     |      |  |     
|CURRENT ASSETS                                                             |      | 
|Cash                                                                       |      |  | $   
|Accounts receivable                                                        |      |  |     
|Inventories                                                                |      |  |     
|Prepaid expenses                                                           |      |  |     
|                                                                           |      |  |     
|                                                                          
|Total current assets                                                       |      |  |     
|                                                                          
|RESTRICTED CASH                                                            |      |  |     
|                                                                          
|DEPOSITS                                                                   |      |  |     
|                                                                          
|OFFICE FURNISHINGS AND EQUIPMENT, less                                     |      | 
|Accumulated depreciation and amortization of $122,224 and $106,476 in 2005 |      | 
|and 2004, respectively                                                     |      |  |     
|                                                                           |      |  |     
|                                                                          
|                                                                           |      |  | $   
|                                                                           |      |  |     
|LIABILITIES AND STOCKHOLDERS DEFICIT                                      |      | 
|CURRENT LIABILITIES:                                                      
|Checks issued in excess of bank balance                                    |      |  | $   
|Current portion of capital lease obligations                               |      |  |     
|Accounts payable                                                           |      |  |     
|Accrued compensation                                                       |      |  |     
|Accrued royalties                                                          |      |  |     
|Payable to stockholder, officer                                            |      |  |     
|                                                                           |      |  |     
|                                                                          
|Total current liabilities                                                  |      |  |     
|                                                                          
|LONG-TERM LIABILITIES                                                     
|Capital lease obligations, net of current portion                          |      |  |     
|                                                                           |      |  |     
|                                                                          
|Total liabilities                                                          |      |  |     
|                                                                           |      |  |     
|STOCKHOLDERS DEFICIT:                                                     |      | 
|Convertible preferred stock, par value $.001 per share,                   
|50,000,000 shares authorized, none issued or outstanding                   |      |  |     
|Common stock, par value $.001 per share, 150,000,000 shares                |      | 
|authorized, 31,937,267 and 31,267,581 shares issued and outstanding        |      | 
|at May 31, 2005 and 2004, respectively                                     |      |  |     
|Additional paid-in capital                                                 |      |  |     
|Accumulated deficit                                                        |      |  |     
|                                                                           |      |  |     
|                                                                          
|Total stockholders deficit                                                |      |  |     
|                                                                           |      |  |     
|                                                                          
|                                                                           |      |  | $   
|                                                                           |      |  |     

See Notes to Financial Statements.

9

---

Table of Contents

JURAK CORPORATION WORLD WIDE, INC.

STATEMENTS OF STOCKHOLDERS DEFICIT
Years Ended May 31, 2005 and 2004

|                      | Common Stock |  | AdditionalPaid-InCapital |            | AccumulatedDeficit |   | Total 
|--------------------- | ------------ |  | ------------------------ | ---------- | ------------------ | - | ------
|
|Balance, May 31, 2003 |              |  |                          | 31,055,500 |                    | $ | 31,056
|Stock issuance        |              |  |                          | 212,081    |                    |   | 212   
|Net loss              |              |  |                          |           |                    |   |      
|                      |              |  |                          |            |                    |   |       
|                     
|Balance, May 31, 2004 |              |  |                          | 31,267,581 |                    |   | 31,268
|Stock issuance        |              |  |                          | 669,686    |                    |   | 670   
|Net loss              |              |  |                          |           |                    |   |      
|                      |              |  |                          |            |                    |   |       
|                     
|Balance, May 31, 2005 |              |  |                          | 31,937,267 |                    | $ | 31,938
|                      |              |  |                          |            |                    |   |       

See Notes to Financial Statements.

10

---

Table of Contents

| | Shipping and handling costs:
| | ----------------------------

| | Shipping and handling costs charged to customers have been
included in sales. Inbound freight and handling costs incurred by the Company have been included in cost of sales.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Revenue recognition:
| | --------------------

| | The Company recognizes revenue when persuasive evidence of an
arrangement exists, when title and risk of ownership passes, the sales price is fixed or determinable, and collectibility is
probable. Generally, these criteria are met at the time product is shipped.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Carrying value of financial instruments:
| | ----------------------------------------

| | The carrying value of the Companys financial instruments
approximates fair value at May 31, 2005 and 2004. The carrying amounts for cash, accounts payable and other accrued liabilities
approximate fair value because of the short maturity of these instruments.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Estimates and assumptions:
| | --------------------------

| | The preparation of the 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 at the date of the
financial statements and revenues and expenses during the reporting period. Actual results could differ from Company estimates.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Loss per common share:
| | ----------------------

| | Loss per share is computed based on the weighted average number of
common shares outstanding. There are 195,000 warrants outstanding (Note 5) and 83,433 and 86,694 certificates for shares of stock
(Note 8) that would be considered anti-dilutive.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Recent accounting pronouncements:
| | ---------------------------------

| | The FASB issued SFAS No. 123(R), Share-Based Payment,
in December 2004, which will require the cost of employee compensation paid with equity instruments to be measured based on
grant-date fair values and recognized over the vesting period. In April 2005, the Securities and Exchange Commission announced the
adoption of a new rule that amends the compliance dates for SFAS No. 123(R). The new rule allows companies to implement SFAS No.
123(R) at the beginning of their fiscal year that begins after June 15, 2005. Under the new rule, SFAS No. 123(R) will become
effective for us in the first quarter of fiscal 2007. The Company believes the adoption of SFAS 123(R) will not impact the
Companys financial statements as it has not issued stock options to its employees.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | In November 2004, the FASB issued SFAS No. 151,
Inventory Costs, which amends the guidance in ARB No. 43, Chapter 4, Inventory Pricing, to
clarify the accounting for abnormal amounts of idle facility expense, freight, handling costs, and wasted material. This Statement
requires that those items be recognized as current-period charges regardless of whether they meet the criterion of so
abnormal. In addition, this Statement requires allocation of fixed production overheads to the costs of conversion be based
on the normal capacity of the production facilities. We are currently evaluating the provisions of SFAS No. 151 and will
adopt it on June 1, 2006, as required.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

11

---

Table of Contents

| | Reclassifications:
| | ------------------

| | Certain reclassifications have been made to the 2004 financial
statements to conform to the classifications used in 2005. Such reclassifications had no effect on net loss or stockholders
deficit.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|Note 2. |  | Companys Continued Existence:
|------- |  | ------------------------------

| | The accompanying financial statements have been prepared in
conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the
Company as a going concern. However, the Company has sustained substantial losses and its liabilities exceed its assets. The
Company intends to generate positive cash flows from operations through increased sales utilizing the network of distributors in
place, issuance of additional stock, and obtain necessary capital through additional advances from the Companys principal
stockholder. To continue operations, the Company must raise additional capital. As noted in Note 5, the Company has initiated a
private placement of common stock and a warrant for each share purchased. However, there can be no assurance the Company will be
able to obtain capital in the private placement. The Company has no committed sources or arrangements for additional financing.
The financial statements do not include any adjustment relating to recoverability and classification of recorded assets, or the
amounts and classification of liabilities that might be necessary should the Company be unable to continue to exist. Management
believes that actions presently being taken on provide the opportunity for the Company to continue as a going concern.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|Note 3. |  | Capital Lease Obligations:
|------- |  | --------------------------

| | The Company has capital leases for new computer equipment,
expiring through October 2008. The leases bear interest ranging from 5% to 25%. The obligations are collateralized by the
equipment under lease. Total cost and accumulated amortization of the lease equipment was $20,406 and $7,461 at May 31, 2005 and
$16,868 and $1,687 at May 31, 2004. Amortization expense on the leased assets is included with depreciation expense.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Future minimum lease payments under capital lease and the net
present value of the future minimum lease payments are as follows for the years ended May 31:
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------

|2005                                           |  |  | $ | 7,658  |  
|---------------------------------------------- |  |  | - | ------ | -
|2006                                           |  |  |   | 5,417  |  
|2007                                           |  |  |   | 1,298  |  
|                                               |  | 
|Total Future Minimum Lease Payments            |  |  |   | 14,373 |  
|Less Amount Representing Interest              |  |  |   | (1,238 | )
|                                               |  | 
|Present value of Future Minimum Lease Payments |  |  |   | 13,135 |  
|Less Current Portion                           |  |  |   | (6,693 | )
|                                               |  | 
|Long-Term Capital Lease Obligations            |  |  | $ | 6,442  |  
|                                               |  | 

|Note 4. |  | Stockholder Rights:
|------- |  | -------------------

| | The convertible preferred stock is convertible into ten common
shares at a price of $.10 per share for a period of ten years and has no voting rights unless converted into common shares.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The Board of Directors have the power and authority to fix by
resolution any designation, class, series, voting power, preference, right, qualification, limitation, restriction, dividend, time
and place of redemption and conversion right with respect to any stock of the Company.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

12

---

Table of Contents

|Note 5. |  | Stock Transactions:
|------- |  | -------------------

| | During the year ended May 31, 2004, the Company initiated a
private placement for 1,000,000 shares of the Companys stock at the price of $1.00 per share. At May 31, 2005 and 2004,
200,000 and 195,000 shares, respectively, had been issued related to the private placement. The placement includes a warrant for each share
purchased and is exercisable at $1.25 per share for two years from that date.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | During the year ended May 31, 2005 and 2004, 16,302 shares and 17,081
shares, respectively, were issued to various distributors under its distributor bonus plan (Note 8).
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | During
the year ended May 31, 2005, the Company issued 453,384 shares to an officer of the
Company for payment of accrued compensation.
| | ---------------------------------------------------------------------------------------------------------------------------------------

|Note 6. |  | Income Taxes:
|------- |  | -------------

| | For income tax purposes, pre-opening costs were deferred and are
being amortized to expense in future tax returns. The (benefit) for income taxes differs from the amount computed by applying the
U.S. federal income tax rate to loss before income taxes as follows:
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                                     | May 31
|------------------------------------ | ------
|
|Expected (benefit) at statutory rate |       
|Effect of graduated federal rates    |       
|Increase in valuation allowance      |       
|                                     |       
|                                     |       
|                                     |       

| | The following is a summary of deferred taxes:
| | ---------------------------------------------

|                       | May 31
|---------------------- | ------
|
|Deferred tax assets:   |       
|Net operating loss     |       
|Related party accruals |       
|Valuation allowance    |       
|                       |       
|                       |       
|                       |       

| | Tax law provides for limitation on the use of future loss
carryovers should significant ownership changes occur. The Company has net operating loss carry forwards of approximately
$2,000,000 that expire through the year 2024.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|Note 7. |  | Related Party Transactions:
|------- |  | ---------------------------

| | The principal stockholder and related entities have advanced to
the Company or requested reimbursement for $1,345,813 and $1,324,116 as of May 31, 2005 and 2004, respectively. These amounts
include accrued interest of $539,991 and $434,714 as of May 31, 2005 and 2004, respectively. Interest on the advances is at 8% and
a total of $125,353 and $97,298 was charged to operations for the years ended May 31, 2005 and 2004, respectively, and is included
in the payable to stockholder, officer amount at May 31, 2005 and 2004.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

13

---

Table of Contents

|Note 8. |  | Commitments:
|------- |  | ------------

| | The Company rents office and warehouse space in Las Vegas, Nevada
under terms of an operating lease which calls for a base monthly rental of approximately $6,700, increasing annually, plus
operating expenses through June 2009. Rent expense plus operating expenses under this agreement for the years ended May 31, 2005
and 2004 was $92,530 and $119,500, respectively.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Minimum lease payments are the following for the year ending May
31:
| | --------------------------------------------------------------------

|2006                                |  |  | $ | 82,426  | 
|----------------------------------- |  |  | - | ------- | 
|2007                                |  |  |   | 84,899  | 
|2008                                |  |  |   | 87,446  | 
|2009                                |  |  |   | 83,593  | 
|2010                                |  |  |   | 6,700   | 
|                                    |  | 
|Total Future Minimum Lease Payments |  |  | $ | 345,064 | 
|                                    |  | 

| | The Company is offering 3,000,000 of its shares to its
distributors under a plan whereby the distributors earn a stock bonus based on sales and bonus points. A distributor
who purchases enough product for 160 points, sponsors three persons who each purchase enough product for 160 points and who in
turn sponsor three additional persons who each purchase enough product for 160 points will receive 10 certificates. Each
certificate will be redeemed for one share of the Companys common stock three years after it has been earned. The number of
certificates outstanding at May 31, 2005 and 2004 was 83,433 and 86,694, respectively. The liability for the bonus points of
$100,287 and $217,370 at May 31, 2005 and 2004, respectively, is included in accrued compensation. During the years ended May 31,
2005 and 2004, 16,302 shares and 17,081 shares, respectively, were issued to various distributors under this plan.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The Company entered into an agreement with a bank whereby a
certain amount must be deposited into a restricted cash account in exchange for credit card processing.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The Company has entered into an intellectual property license
agreement with an entity related to the principal stockholder and to a separate foundation. The agreement calls for royalty
payments to the entity and foundation that total 8% of net sales price subject to a minimum royalty fee of $500,000
each year to the entity related to the principal stockholder and other conditions as defined by the agreement. The minimum royalty
fee for the year ended May 31, 2004 was waived by the principal stockholder. The amount expensed for the years ended May 31, 2005
and 2004 was $500,000 and $165,000, respectively, and is included in accrued royalties at May 31, 2005 and 2004.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

14

---

Table of Contents

# ITEM 8.    CHANGES IN AND DISAGREEMENTS WITHACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

On March 14, 2005, our Board
of Directors approved and authorized the termination of the services of Virchow, Krause & Company, LLP
(VK&Co.) as our principal independent accountant. The termination of the services of VK&Co. was a result of
communication between us and VK&Co. and the subsequent decision by our Board of Directors that it would be in our best
interests to effect a change in auditors in order to address the needs of a small business development company. During our two
most recent fiscal years and any subsequent interim period preceding the resignation of VK&Co., there were no disagreements
with VK&Co. which were not resolved on any matter concerning accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of VK&Co., would have
caused VK&Co. to make reference to the subject matter of the disagreements in connection with its reports. The report of
VK&Co. for fiscal year ended May 31, 2004 indicated the following:

The accompanying
financial statements have been prepared assuming that the Company will continue as a going concern. As discuss in Note 2 to the
financial statements, the Company has suffered recurring losses from operations and its total liabilities exceed its total assets.
These factors raise substantial doubt about the Companys ability to continue as a going concern. Managements plans
regarding these matters are also described in Note 2. The financial statements do not include any adjustments that might result
from the outcome of this uncertainty.

Except as described in the
immediately preceding paragraph, the report of VK&Co. did not contain an adverse opinion or a disclaimer of opinion, and was
not qualified or modified as to uncertainty, audit scope, or accounting principles.

On March 15, 2005, our Board
of Directors approved and authorized the engagement of the services of Carver Moquist & OConnor, LLC (CMO),
as our principal independent accountants. The address and telephone/facsimile numbers for CMO are as follows: 1550 American Blvd.
East, Suite 680, Bloomington, Minnesota 55425, telephone no. 952.854.5700 and facsimile no. 952.854.1163.

We did not previously contact
CMO prior to its engagement regarding application of accounting principles to a specific completed or contemplated transaction, or
the type of audit opinion that might be rendered on our financial statements, and nether written nor oral advice was sought by us
from CMO prior to its engagement regarding an important factor considered by the Company in reaching a decision as to the
accounting, auditing or financial reporting issue.

# ITEM 8A.    CONTROLS AND PROCEDURES

During
the course of their audit of our financial  statements for fiscal 2005, our  independent
 registered  public accounting firm, Carver Moquist & OConnor,  LLC (CMO),  advised
management and the Audit Committee of our Board of Directors that they had identified
 deficiencies in internal  control.  One of the deficiencies is considered to be a
material  weakness  as defined  under  standards  established  by the American
 Institute  of Certified  Public Accountants.

The
material  weakness  relates to the lack of financial  oversight  controls  related to
management  review of the distributor compensation plan.

Subsequently,
 the Audit  Committee  developed a corrective  action plan  consisting of developing
 procedures  and policies related to our liability accounts.

We
have  discussed our corrective  action and future plans with our Audit  Committee and CMO
and, as of the date of this Annual  Report on Form 10-KSB,  we believe the actions
 outlined  above have  corrected  the  deficiencies  in internal  controls that are
considered to be a material  weakness.  Further,  our  management,  including our Chief
Executive  Officer and Chief Financial  Officer,  have conducted an evaluation of the
 effectiveness  of disclosure controls and procedures  (as such term is defined in Rules
 13a-15(e) and 15d-15(e)  under the Securities  Exchange Act of 1934, as amended (the
Exchange Act)) as of the end of the period covered by this Annual Report on Form
10-KSB.  Based on such evaluation,  our Chief Executive Officer and Chief Financial
Officer have concluded that the material  weaknesses noted above did not,  however,
 impact the quality of the financial information provided on a quarterly or annual basis.

In
addition,  there can be no assurances  that our disclosure  controls and  procedures
 will detect or uncover all failure of persons  with the  Company to report  material
 information  otherwise  required  to be set forth in the reports that we file with the
Securities and Exchange Commission.

15

---

Table of Contents

# CHANGES IN CONTROL

Our Board of Directors is
unaware of any arrangement or understanding among the individuals listed in the beneficial ownership table with respect to
election of our directors or other matters. We are unaware of any contract or other arrangement the operation of which may at a
subsequent date result in a change in control of our company.

# ITEM 12.    CERTAIN RELATIONSHIPSAND RELATED TRANSACTIONS

On approximately January 1,
1999, we entered into an intellectual property license agreement (the License Agreement) with Jurak Holdings Limited, a
corporation organized under the laws of the Province of Alberta and an affiliate of our Chief Executive Officer and one of our
directors (Jurak). Pursuant to the terms and provisions of the License Agreement, we are required to pay the greater
of $500,000 for fiscal year 2003 and each calendar year thereafter during the first ten years of the License Agreement (the
Minimum Royalty Fee) or eight percent of the net sales price of all license products sold under the License Agreement
(the Continuing Royalty Fee). After fiscal 2013, we are required to make payments in the amount of the Continuing
Royalty Fee.

As of the date of this Annual
Report, the amount of the accrued payments due and owing to Jurak under the License Agreement pursuant to the Minimum Royalty Fee
and the Continuing Royalty Fee is $900,736.



# ITEM 13.    EXHIBITS

|(a) |  | Exhibit List
|--- |  | ------------

| | 31.1 |  | Certificate pursuant to Rule 13a-14(a)
| | ---- |  | --------------------------------------

| | 31.2 |  | Certification pursuant to Rule 13a-14(a)
| | ---- |  | ----------------------------------------

| | 32.1 |  | Certificate pursuant to 18 U.S.C. Subsection 1350
| | ---- |  | -------------------------------------------------

| | 32.2 |  | Certificate pursuant to 18 U.S.C. Subsection 1350
| | ---- |  | -------------------------------------------------

# ITEM 14.    PRINCIPAL ACCOUNTANT FEES AND SERVICES

# AUDIT FEES

During fiscal year ended May
31, 2005, we incurred approximately $10,542 in fees to our principal independent accountant (CMO) for professional services rendered in
connection with preparation and audit of our financial statements for fiscal year ended May 31, 2005 and for the review of our
financial statements for the quarters ended August 31, 2004, November 30, 2004 and February 28, 2005.

During fiscal year ended May
31, 2004, we incurred approximately $15,792 in fees to our principal independent accountant (VK) for professional services rendered in
connection with audit of our financial statements for fiscal year ended May 31, 2004 and for the review of our financial
statements for the quarters ended August 31, 2003, November 30, 2003 and February 28, 2004.

Our principal accountants did
not bill any other audit-related fees during the respective time periods.

# TAX FEES

During the fiscal years ended
May 31, 2004, we incurred approximately $3,750, respectively, to our principal independent accountant (VK) for professional services
rendered in connection with tax compliance, consultation, and planning, including preparation of federal income tax returns for
the respective periods. Taxes for fiscal year ended May 31, 2005 have not yet been prepared; therefore, no costs have been
incurred.

# ALL OTHER FEES

During fiscal years ended May
31, 2005 and 2004, we incurred approximately $2,500 and $11,850 respectively, to our principal independent accountant (VK) for
professional services other than audit and tax services.

16

---

Table of Contents

# 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.

|                          | Jurak Corporation World Wide, Inc.(Registrant)
|------------------------- | ----------------------------------------------
|                         
|                         
|Date   September 19, 2005 | By                                            
|                          |                                               

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

|Date   September 19, 2005 | By | /s/   Anthony Jurak                         
|------------------------- | -- | --------------------------------------------
|                          |    | Anthony JurakChairman of the Board, Director
|                         
|Date   September 19, 2005 | By | /s/   Roger Theriault                       
|                          |    | Roger TheriaultPresident, Director          

17

---