TABLE OF CONTENTS



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|PART I.           |                                                             |                                                                                                                                      |    |     
|                  | ITEM 1.
FINANCIAL STATEMENTS                                |                                                                                                                                      |    | 3    |  
|                  |                                                             | Unaudited Interim Consolidated Balance Sheet as of June 30, 2005                                                                     |    |      | 4 | 
|                  |                                                             | Unaudited Interim Consolidated Statement of Operations for the three and six months ended June 30, 2005 and 2004                     |    |      | 5 | 
|                  |                                                             | Unaudited Interim Consolidated Statement of Cash Flows for the three and six months ended June 30, 2005 and 2004                     |    |      | 6 | 
|                  |                                                             | Unaudited Interim Consolidated Statements of Changes in Stockholders Equity (Deficit) for the period from Inception to June 30, 2005 |    |      | 7 | 
|                  |                                                             | Notes to Unaudited Interim Consolidated Financial Statements                                                                         |    |      | 9 | 
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|                  | ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS                |                                                                                                                                      |    | 27   |  
|                  | ITEM 3.
CONTROLS AND PROCEDURES                             |                                                                                                                                      |    | 33   |  
|PART II.          |                                                             |                                                                                                                                      |    |     
|                  | ITEM 1. LEGAL PROCEEDINGS                                   |                                                                                                                                      |    | 33   |  
|                  | ITEM 2.
CHANGES IN SECURITIES                               |                                                                                                                                      |    | 33   |  
|                  | ITEM 3. DEFAULTS UPON SENIOR SECURITIES                     |                                                                                                                                      |    | 35   |  
|                  | ITEM 4.
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS |                                                                                                                                      |    | 35   |  
|                  | ITEM 5. OTHER INFORMATION                                   |                                                                                                                                      |    | 35   |  
|                  | ITEM 6.
EXHIBITS                                            |                                                                                                                                      |    | 35   |  
|                  | SIGNATURES                                                  |                                                                                                                                      |    | 36   |  
|INDEX TO EXHIBITS |                                                             |                                                                                                                                      | 37 |     

### INDEX TO EXHIBITS

|Exhibit No. | Page No. | Description                                                                                                                                                                                             
|----------- | -------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3(i)(a)     | *        | Articles of Incorporation of Hendrx adopted May 4, 1998 (incorporated by reference to the Form 10-SB filed with the Securities and
Exchange Commission ("Commission") on January 12, 2004).             
|3(i)(b)     | *        | Amendment to the Articles of Incorporation dated March 28, 2005 (incorporated by reference to the Form 10-KSB filed with Commision on
April 15, 2005).                                                  
|3(ii)       | *        | Bylaws of Hendrx adopted May 4, 1998 (incorporated by reference to the Form 10-SB filed with the Commission on January 12, 2004).                                                                       
|10          | *        | Share Purchase Agreement dated December 16, 2004 (incorporated by reference to the Form 8-K filed with the Commission on December 20,
                                    2005).                        
|31(a)       | Attached | Certification of the Chief Executive Officer pursuant to Rule 13a-14 of the Commissionurities and Exchange Act
 of 1934 as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|31(b)       | Attached | Certification of the Chief Financial Officer pursuant to Rule 13a-14 of the Commissionurities and Exchange Act
 of 1934 as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|32(a)       | Attached | Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to
 Section 906 of the Sarbanes-Oxley Act of 2002                                                   
|32(b)       | Attached | Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to
 Section 906 of the Sarbanes-Oxley Act of 2002                                                   
|99(i)       | *        | Stock Option Plan adopted March 12, 2005 (incorporated by reference to the Form 10-KSB filed with the Commission on April 15, 2005).                                                                    

* Incorporated by reference from previous filings of Hendrx.