SECURITIES
AND EXCHANGE
COMMISSION Washington, D.C. 20549

FORM 10-QSB/A

(Mark One)

[X
]     Quarterly report under Section 13
or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended
June 30, 2005.

[  ]      Transition report under Section 13
or 15(d) of the Securities Exchange Act of 1934 for the transition period from

to .

Commission
file number:
0-50546

Hendrx Corp. (Formerly known as "Starsoft, Inc.")(Exact name of small business issuer
as specified in its charter)

|NEVADA(State or other
jurisdiction of incorporation or organization) | 86-0914052(IRS Employer
Identification Number)
|-------------------------------------------------------------------- | ----------------------------------------------

3665 Ruffin Road, Suite 225, San Diego, California 92123(Address of
Principal Executive
Office)          (Zip Code)

(888)
583-7137 (Issuers telephone number)

Check whether the
registrant: (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
         No

At September 8, 2005, the number of outstanding
shares of
the registrants common stock, $0.001 par value (the only class of voting
stock), was 37,238,067.

---

TABLE OF CONTENTS



|                  |                                                             |                                                                                                                                      |    |      |   | 
|----------------- | ----------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------ | -- | ---- | - | 
|                  |                                                             |                                                                                                                                      |    | Page
|                  |                                                             |                                                                                                                                      |    |     
|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 | 
|                  |                                                             |                                                                                                                                      |    |      |   | 
|                  |                                                             |                                                                                                                                      |    |      |   | 
|                  |                                                             |                                                                                                                                      |    |      |   | 
|                  | ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS                |                                                                                                                                      |    | 27   |  
|                  | ITEM 3.
CONTROLS AND PROCEDURES                             |                                                                                                                                      |    | 33   |  
|PART II.          |                                                             |                                                                                                                                      |    |     
|                  | ITEM 1. LEGAL PROCEEDINGS                                   |                                                                                                                                      |    | 34   |  
|                  | ITEM 2.
CHANGES IN SECURITIES                               |                                                                                                                                      |    | 34   |  
|                  | 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 |     

---

PART I

As used herein, the term
Hendrx refers to Hendrx, Corp. (formerly known as Starsoft, Inc.),
a Nevada corporation, unless otherwise indicated. In the opinion of management, the
accompanying unaudited interim consolidated financial statements included in this Form
10-QSB/A reflect all adjustments (consisting only of normal recurring accruals) necessary
for a fair presentation of the results of operations for the periods presented. The
results of operations for the periods presented are not necessarily indicative of the
results to be expected for the full year.

---

`HENDRX CORP.
 (Former name Starsoft, Inc.)
 Consolidated Balance Sheets
 At June 30, 2005
 (With Comparative Figures at December 31, 2004)
 (Expressed in US Dollars)
----------------------------------------------------------------------------------------------------------------
                                                                                June 30,         December 31,
                                                                                  2005               2004
                                                                            -----------------  -----------------
 Assets                                                                        (Unaudited)         (Audited)
 Current Assets
        Cash and cash equivalents (Note 2)                                $        3,020,618  $         507,677
        Accounts receivable (Note 4)                                               1,007,913            412,724
        Inventories (Note 5)                                                       1,242,768            978,376
        Short term loan (Note 18)                                                    114,952            114,952
        Taxes refundable                                                              63,848                  -
        Prepaid expenses and deposits                                                 23,613             86,284
----------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------
 Total Current Assets                                                              5,473,712          2,100,013
----------------------------------------------------------------------------------------------------------------
 Fixed assets (Note 7)                                                             5,490,471          5,071,568
 Intangible assets (Note 6)                                                        2,985,091          3,069,352
 Goodwill (Note 3)                                                                31,854,137         31,854,137


---------------------------------------------------------------------------------------------------------------
 Total assets                                                             $       45,803,411  $      42,095,070
----------------------------------------------------------------------------------------------------------------
 Liabilities and Stockholders' Equity
 Current Liabilities
        Accounts payable and accrued liabilities (Note9)                   $         500,910  $         401,419
        Accrued wage benefits (Note 12)                                                    -            517,440
        Short term bank loans (Note 11)                                            2,748,761          3,481,057
        Loan from Kirin Capital Corp. (Note 3)                                             -            300,000
        Due on purchase of subsidiary (Note 3)                                     1,200,000          3,200,000

---------------------------------------------------------------------------------------------------------------
 Total Current Liabilities                                                         4,449,671          7,899,916
----------------------------------------------------------------------------------------------------------------

 Stockholders' Equity
        Capital stock (Note 8)
               Par value                                                              37,238             31,800
               Additional paid in capital                                         41,563,199         34,129,400
        Contributed surplus - stock-based compensation                             1,764,000                  -
        Retained earnings (Deficit)                                              (2,010,697)             33,954

---------------------------------------------------------------------------------------------------------------
 Total stockholders' equity                                                       41,353,740         34,195,154
----------------------------------------------------------------------------------------------------------------

 Total liabilities and stockholders' equity                               $       45,803,411  $      42,095,070
----------------------------------------------------------------------------------------------------------------

                                                    -See Accompanying Notes-`

---

`HENDRX CORP.
 (Former name Starsoft, Inc.)
 Consolidated Statements of Operations
 (Expressed in US Dollars)
 (Unaudited)
----------------------------------------------------------------------------------------------------------------------------
                                                            Three Months Ended                     Six Months Ended
                                                                 June 30,                              June 30,

                                                   -------------------------------------   ---------------------------------
                                                          2005                2004              2005             2004
                                                   -------------------   ---------------   ---------------- ----------------


 Revenue                                       $            1,280,454  $              -   $      2,761,062 $              -
 Cost of Goods Sold                                           995,728                 -          2,111,199                -
----------------------------------------------------------------------------------------------------------------------------

 Gross Profit                                                 284,726                 -            649,863                -
----------------------------------------------------------------------------------------------------------------------------

 Gross Profit %                                                22.24%                 -             23.54%                -
----------------------------------------------------------------------------------------------------------------------------
 Selling Expenses                                             100,892                 -            138,017                -
 General and administrative expenses                          436,791               329            762,562            2,937
 Stock-based compensation (Note 8)                                  -                 -          1,764,000                -
----------------------------------------------------------------------------------------------------------------------------

 Total Expenses                                               537,683               329          2,664,579            2,937
----------------------------------------------------------------------------------------------------------------------------
 Profit before income taxes                                 (252,957)             (329)        (2,014,716)          (2,937)
 Income taxes                                                   8,585                 -             29,935                -
----------------------------------------------------------------------------------------------------------------------------

 Net loss for the period                       $            (261,542)   $         (329)   $    (2,044,651) $        (2,937)
----------------------------------------------------------------------------------------------------------------------------


 HENDRX CORP.
 (Former name Starsoft, Inc.)
 Consolidated Statements of Retained Earnings (Deficit)
 (Expressed in US Dollars)
 (Unaudited)
----------------------------------------------------------------------------------------------------------------------------
                                                            Three Months Ended                     Six Months Ended
                                                                 June 30,                              June 30,

                                                   -------------------------------------   ---------------------------------
                                                          2005                2004              2005             2004
                                                   -------------------   ---------------   ---------------- ----------------
Retained earnings (Deficit),

    beginning of the period                    $          (1,749,155)   $      (74,868)   $         33,954 $       (72,260)
Net loss for the period                                     (261,542)             (329)        (2,044,651)          (2,937)
----------------------------------------------------------------------------------------------------------------------------
Retained earnings (Deficit),                              (2,010,697)   $      (75,197)   $    (2,010,697)         (75,197)
    end of period                              $                                                           $
----------------------------------------------------------------------------------------------------------------------------

                                                    -See Accompanying Notes-`

---

`HENDRX CORP.
 (Former name Starsoft, Inc.)
 Consolidated Statements of Cash Flows
 (Expressed in US Dollars)
 (Unaudited)
                                                          --------------------------------------------------------------------
                                                             -----------------------------------------------------------------
                                                                    Three Months Ended                Six Months Ended
                                                                         June 30,                         June 30,

                                                             --------------------------------- -------------------------------
                                                                  2005              2004            2005            2004
                                                             ----------------   -------------- ---------------- --------------
 Cash derived from (used for)
  Operating activities
   et loss for the period
  N                                                        $       (261,542)   $        (329) $    (2,044,651) $      (2,937)
    Items not required for cash
     Amortization - tangible assets                                  160,959                -          202,728              -
     Amortization - intangible assets                                 41,671                -           84,261              -
     Stock-based compensation                                              -                -        1,764,000              -
    Changes in non-cash working capital items
     Accounts receivable                                           (196,198)                -        (595,189)              -
     Inventories                                                       9,316                -        (264,392)              -
     Taxes refundable                                                (2,985)                -         (63,848)              -
     Prepaid expenses                                               (23,613)                -           62,671              -
     Accounts payable and accrued liabilities                      (830,355)                -           99,491              -
------------------------------------------------------------------------------------------------------------------------------
 Total funds used for operating activities                       (1,102,747)            (329)        (754,929)        (2,937)
------------------------------------------------------------------------------------------------------------------------------
  Financing activities
   Short term bank loans                                            (53,509)                -        (732,296)              -
   Loan from Kirin capital Corp.                                   (300,000)                         (300,000)
   Share capital                                                   1,168,098                -        6,921,797              -
------------------------------------------------------------------------------------------------------------------------------
 Total funds from financing activities                               814,589                -        5,889,501              -
------------------------------------------------------------------------------------------------------------------------------
  Investing activities
   Short term loan                                                      (30)            4,000                -          4,000
   Fixed assets                                                    (336,336)                -        (621,631)              -
   Payment on purchase of subsidiary                             (1,000,000)                -      (2,000,000)              -
------------------------------------------------------------------------------------------------------------------------------
 Total funds from (used in ) investing activities                (1,336,366)            4,000      (2,621,631)          4,000
------------------------------------------------------------------------------------------------------------------------------
 Cash and cash equivalents, increase (decrease)
       during the period                                         (1,624,524)            3,671        2,512,941          1,063
 Cash and cash equivalents, beginning of the period                4,645,142          (2,518)          507,677             90
------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------
 Cash and cash equivalents, end of the period              $       3,020,618   $        1,153 $      3,020,618 $         1,153
==============================================================================================================================
 Supplementary cash flow information

 Shares issued for accrued wage benefits                   $         517,440   $              $        517,440

 Stock Based Compensation                                                                     $      1,764,000
                                                    -See Accompanying Notes-`

---

`HENDRX CORP.
(Former name StarSoft, Inc.)
Consolidated Statement of Changes in Stockholders' Equity
From Date of Inception on May 4, 1998 to June 30, 2005
(Expressed in US Dollars)
(Unaudited)
-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                        Accumulated
                                                                                  Par Value       Additional             Retained
                                                                    Common           @ $0.001          Paid-in           Earnings         Contributed        Stockholders'
                                                                    Shares          Per Share          Capital           (Deficit)          Surplus              Equity
                                                              ------------------- --------------- ------------------ ------------------ ----------------- ---------------------
Balance, May 4, 1998                                                             $               $                  $                  $                 $
Stock issued                                                           1,000,000           1,000              9,000                                                     10,000
Net income (loss) - 1998                                                                                                      (10,000)                                (10,000)
-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Balance December 31, 1998                                              1,000,000           1,000              9,000           (10,000)                                       -
Stock issued - 504                                                     1,220,000           1,220             59,780                                                     61,000
Net income (loss) - 1999                                                                                                      (61,046)                                (61,046)
-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Balance December 31, 1999                                              2,220,000           2,220             68,780           (71,046)                                    (46)
Stock Cancelled October 24, 2000                                       (100,000)           (100)                100                                                          -
Net income (loss) - 2000                                                                                                         (454)                                   (454)
-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Balance December 31, 2000                                              2,120,000           2,120             68,880           (71,500)                                   (500)
Net income (loss) - 2001                                                                                                         (167)                                   (167)
-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Balance December 31, 2001                                              2,120,000           2,120             68,880           (71,667)                                   (667)
Net income (loss) - 2002                                                                                                         (341)                                   (341)
-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Balance December 31, 2002                                              2,120,000           2,120             68,880           (72,008)                                 (1,008)
Net income (loss) - 2003                                                                                                         (252)                                   (252)
Balance December 31, 2003                                              2,120,000 $         2,120 $           68,880 $         (72,260) $                 $             (1,260)
-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

                                                    -See Accompanying Notes-`

---

`HENDRX CORP.
(Former name StarSoft, Inc.)
Consolidated Statement of Changes in Stockholders' Equity
From Date of Inception on May 4, 1998 to June 30, 2005  (Cont'd)
(Expressed in US Dollars)
(Unaudited)
-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                           Accumulated
                                                                                       Par Value      Additional            Retained
                                                                        Common           @ $0.001         Paid-in           Earnings         Contributed       Stockholders'
                                                                        Shares          Per Share         Capital           (Deficit)          Surplus            Equity
                                                                   -----------------   -------------  ----------------  ------------------ ----------------  ------------------
                                                                   -----------------   -------------  ----------------  ------------------ ----------------  ------------------
Balance December 31, 2003                                                 2,120,000   $       2,120  $         68,880  $         (72,260) $                 $          (1,260)
2004 Forward stock split and                                                                                                                                                 -
    reorganization of stock                                              19,080,000          16,960          (16,960)                                                        -
-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                         19,080,000          19,080            51,920            (72,260)                              (1,260)
Issuance of shares for acquisition of                                                                                                                                        -
    wholly-owned subsidiary                                              12,720,000          12,720        34,077,480                                               34,090,200
Net profit for year ended                                                                                                                                                    -
    December 31, 2004                                                                                                             106,214                              106,214
-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Balance, December 31, 2004                                               31,800,000          31,800        34,129,400              33,954                           34,195,154
Shares issued for cash                                                    5,303,667           5,304         6,916,493                                                6,921,797
Shares issued for
    accrued wage benefits                                                   134,400             134           517,306                                                  517,440
Stock-based compensation                                                                                                                         1,764,000           1,764,000
Net loss for six months ended June 30, 2005                                                                                   (2,044,651)                          (2,044,651)
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Balance, June 30, 2005                                                   37,238,067  $       37,238 $      41,563,199 $       (2,010,697) $      1,764,000 $        41,353,740

-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

                                                    -See Accompanying Notes-`

---

HENDRX CORP. (Formerly StarSoft, Inc.)Notes
to Consolidated Financial Statements June 30, 2005(Expressed in US Dollars)(Unaudited)

---

Note 1.  ORGANIZATION AND NATURE OF
BUSINESS

| | Organization
| | ------------

| | HENDRX
Corp. (formerly StarSoft Inc.) (the Company) was incorporated under the laws
of the State of Nevada on May 4, 1998 for the purpose of promoting and carrying on any
lawful business for which a corporation may be incorporated under the laws of the State of
Nevada. The Company operated from May 4, 1998 through approximately October 31, 2000
developing and marketing computer software. The Company had also planned to offer
consulting services for software developers but that aspect of the Company business never
materialized. Since October 31, 2000, the Company ceased the aforementioned operations and
was in the development stage until December 16, 2004, when it acquired 100% of the issued
shares of Eastway Global Investment Limited, which included the latter companys
wholly-owned operating subsidiary, Fujian Yuxin Electronic Equipment Co., Ltd.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Organization and Nature of Business
of the Wholly Owned Operating Subsidiary
| | ----------------------------------------------------------------------------



| | Fujian Yuxin Electronic Equipment
Co., Ltd. ("Yuxin"), was incorporated under the laws of People's Republic of China on
         February 18, 1993.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------

| | The
principal business of Yuxin is to manufacture and distribute water dispenser systems, air
conditioners and energy-saving bulbs. The main effort of Yuxin is to specialize in the
manufacture and distribution of water dispenser systems. Yuxin owns patents of atmospheric
water generation in China and utilizes patents under license that are registered in the
United States. Its head office and plant facilities are located in Ron Qiao Economic
Development Zone, Fuqing City, Fujian Province, P.R. China.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Going
Concern
| | -------------

| | These
consolidated financial statements have been prepared in accordance with generally accepted
accounting principles in the United States of America applicable to a going concern which
assume that the Company will realize its assets and discharge its liabilities in the
normal course of business. The Company has working capital of $1,024,041 at June 30, 2005,
but might not have sufficient work capital for the next twelve months. These factors
create doubt as to the ability of the Company to continue as a going concern. Realization
values may be substantially different from the carrying values as shown in these financial
statements should the Company be unable to continue as a going concern. Management is in
the process of identifying sources for additional financing to fund the ongoing
development of the Companys business.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

HENDRX CORP. (Formerly StarSoft, Inc.)Notes
to Consolidated Financial Statements June 30, 2005(Expressed in US Dollars)(Unaudited)

---

Note 2.  SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES

| | Principles
of consolidation
| | ---------------------------

| | The
accompanying consolidated financial statements include the accounts of the Company and its
wholly-owned subsidiaries. All significant inter-company transactions and balances have
been eliminated on consolidation.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Basis
of presentation
| | ---------------------

| | These
financial statements have been prepared in accordance with Generally Accepted Accounting
Principles in the United States (USGAAP).
| | ------------------------------------------------------------------------------------------------------------------------------------------

| | Development
Stage Enterprise
| | ----------------------------

| | The
Company was a development stage enterprise, as defined in Financial Accounting Standards
Board No. 7 until the date of the acquisition in Note 1, above. Its planned principal
operations had not commenced prior to that date, and, accordingly, no revenue had been
derived during the organizational period. The development stage discontinued when the
Company acquired the wholly owned subsidiary on December 16, 2004.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Accounting
Method
| | -----------------

| | The
Company financial statements are prepared using the accrual method of accounting. Fixed
assets are stated at cost. Depreciation and amortization uses the straight-line method for
financial reporting purposes and accelerated methods for income tax purposes.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Use
of estimates
| | ----------------

| | The
preparation of financial statements in conformity with USGAAP 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 dates of the financial statements
and the reported amounts of revenues and expenses during the reporting periods. Actual
results could differ from those estimates.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Concentration
of credit risk
| | ----------------------------

| | Financial
instruments that potentially subject the Company to a significant concentration of credit
risk consist primarily of cash and cash equivalents that are not collateralized and
accounts receivable that are unsecured. The Company limits its exposure to credit loss by
placing its cash and cash equivalents with high credit quality financial institutions.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Page 10

---

HENDRX CORP. (Formerly StarSoft, Inc.)Notes
to Consolidated Financial Statements June 30, 2005(Expressed in US Dollars)(Unaudited)

---

Note 4.  SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES (Cont'd)

| | Cash
and cash equivalents
| | -------------------------

| | Cash
and cash equivalents consist of cash on deposit and highly liquid short-term interest
bearing securities with the maturity at the date of purchase of three months or less.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Selling
expenses and general and administrative expenses
| | --------------------------------------------------------

| | These
expenses are recorded as incurred.
| | ----------------------------------------

| | Inventories
| | -----------

| | Inventories
consist of the manufacture of finished goods, raw materials used in production and
work-in-process, and are stated at the weighted average method, on a first-in, first-out
(FIFO) basis.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Income Taxes
| | ------------

| | Provisions
for income taxes are based on taxes payable or refundable for the current year and
deferred taxes on temporary differences between the amount of taxable income and pretax
financial income and between the tax bases of assets and liabilities and their reported
amounts in the financial statements. Deferred tax assets and liabilities are included in
the financial statement at currently enacted income tax rates applicable to the period in
which the deferred tax assets and liabilities are expected to be realized or settled as
prescribed in FASB Statement No. 109, Accounting for Income Taxes. As changes in tax laws
or rates are enacted, deferred tax assets and liabilities are adjusted through the
provision for income taxes.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Compensated
absences
| | --------------------

| | Employees
of the corporation are entitled to paid vacations, sick days and other time off depending
on job classification, length of service and other factors. It is impractical to estimate
the amount of compensation for future absences, and accordingly, no liability has been
recorded in the accompanying financial statements. The corporations policy is to
recognize the costs of compensated absences when paid to employees.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Page 11

---

HENDRX CORP. (Formerly StarSoft, Inc.)Notes
to Consolidated Financial Statements June 30, 2005(Expressed in US Dollars)(Unaudited)

---

Note 2.  SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES (Cont'd)

| | Stock
based compensation
| | ------------------------

| | Effective
January 1, 2005, the Company adopted revised SFAS No. 123, Share-Based Payment
which replaces SFAS No. 123 Accounting for Stock-Based Compensation and
supersedes APB Opinion No.25, Accounting for Stock Issued to Employees. This
statement, which requires the cost of all share-based payment transactions be recognized
in the financial statements, establishes fair value as the measurement objective and
requires entities to apply a fair-value-based measurement method in accounting for
share-based payment transaction. The statement applies to all awards granted, modified
repurchased or cancelled after January 1, 2005, and unvested portion of previously issued
and outstanding awards. Stock-based compensation newly issued in 2005 is expensed in
accordance with the fair value based method of accounting. The fair value of equity
instruments issued to employees is measured on the date of grant and recognized as
compensation expense over the applicable vesting period. The Company estimates the fair
value of stock options using the Black-Scholes option valuation model.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | Earnings
per Common Share
| | -------------------------

| | The
Company adopted Financial Accounting Standards (SFAS) No. 128. Earnings Per Share which
simplifies the computation of earnings per share requiring the restatement of all prior
periods.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Basic
earnings per share are computed on the basis of the weighted average number of common
shares outstanding during each year.
| | --------------------------------------------------------------------------------------------------------------------------------

| | Diluted
earnings per share are computed on the basis of the weighted average number of common
shares and dilutive securities outstanding. Dilutive securities having an anti-dilutive
effect on diluted earnings per share are excluded from the calculation.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Long-lived
assets
| | -----------------

| | Statement
of Financial Accounting Standards No. 121, Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed of, requires that
long-lived assets be reviewed for impairment whenever events or changes in circumstances
indicate that the carrying amount of the asset in question may not be recoverable.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Page 12

---

HENDRX CORP. (Formerly StarSoft, Inc.)Notes
to Consolidated Financial Statements June 30, 2005(Expressed in US Dollars)(Unaudited)

---

Note 2.  SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES (Cont'd)

Capital
assets and depreciation

| | Capital
assets and decpreciation
| | --------------------------------

| | Capital
assets are recorded at cost. Depreciation is provided on the straight line method based on
the following estimated useful life, with a 10% residual value:
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                                      | 
|------------------------------------- | 
|Buildings                             | 
|Manufacturing machinery and equipment | 
|Transportation equipment              | 
|Electronic equipment                  | 
|Office equipment                      | 



| | Intangible
assets and amortization
| | ----------------------------------

| | Land
use rights
| | ---------------

| | The
subsidiary, Fujian Yuxin Electronic Equipment Co., Ltd., entered into an agreement on May
15, 1995 for land use rights with Fujian Fuqing Land Management Bureau for a 50 year
period, and recorded at the appraisal value at the date of acquisition and amortized over
50 years.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Patents
| | -------

| | The
Company owns patents of atmospheric water generation (AWG) registered in the
Peoples Republic of China under number P200304823. The subsidiary utilizes patents
under license that are registered in the United States under the numbers 5,106,512,
5,149,466, 5,203,989 and 5,366,705.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The
patents are recorded at the appraisal value at the date of acquisition and amortized over
15 years.
| | -------------------------------------------------------------------------------------------------------



| | Recognition
criteria
| | --------------------

| | Gains
are recognized when realized. Expenses and losses are recognized when an expenditure or
previously recognized asset does not have future economic benefit. Expenses that are not
linked with specific revenues are related to a period on the basis of transactions or
events occurring in that period or by allocation to the periods to which they apply. The
cost of assets that benefit more than one period is normally allocated over the periods
benefited.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Recognition
recognition
| | -----------------------

| | Hendrx
generates revenue through the sale of atmospheric water generation units to wholesale
distributors or to individual consumers. Revenues are recognized only when persuasive
evidence for a sales arrangement exists i.e., delivery of the product has occurred; the
product fee is fixed or determinable; and collection of the sale is reasonably assured.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Page 13

---

HENDRX CORP. (Formerly StarSoft, Inc.)Notes
to Consolidated Financial Statements June 30, 2005(Expressed in US Dollars)(Unaudited)

---

Note 2.  SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES (Cont'd)

| | Research and Development
| | ------------------------

| | Research
and development costs, which include the cost of materials and services consumed and
salaries and wages of personnel directly engaged in research and development, are expensed
as incurred.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Financial instruments
| | ---------------------

| | The
companys financial instruments consist of cash and cash equivalents, accounts
receivable, accounts payable and accrued liabilities, short term loans payable and other
current liabilities. Unless otherwise noted, it is managements opinion that the
company is not exposed to significant interest, currency or credit risks arising from
these financial instruments. The fair value of these financial instruments approximate
their carrying values.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Segmented information
| | ---------------------

| | The
Companys identifiable assets are all located in China except cash of $34,235 in
Canada and cash of $2,305,312 in Switzerland. Revenue on a geographical basis is disclosed
in note 13, below.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Foreign currency translation
| | ----------------------------

| | The
reporting currency of the Company is the United States Dollar. The accounts of other
currencies are translated into US Dollars on the following basis:
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------

| | Monetary
assets and liabilities are translated at the current rate of exchange.
| | -------------------------------------------------------------------------------

| | The
weighted average exchange rate for the period is used to translate revenue, expenses, and
gains or losses from the functional currency to the reporting currency.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Gains
or losses on remeasurement from the recording currency are recognized in current net
income.
| | --------------------------------------------------------------------------------------------------

| | Gains
or losses from foreign currency transactions are recognized in current net income.
| | ----------------------------------------------------------------------------------------

| | Fixed assets
are measured at historical exchange rates that existed at the time of the transaction.
| | ---------------------------------------------------------------------------------------------------

| | Depreciation
is measured at historical exchange rates that existed at the time the underlying related
asset was acquired.
| | -------------------------------------------------------------------------------------------------------------------------

Page 14

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HENDRX CORP. (Formerly StarSoft, Inc.)Notes
to Consolidated Financial Statements June 30, 2005(Expressed in US Dollars)(Unaudited)

---

Note 3.  ACQUISITION OF EASTWAY
GLOBAL INVESTMENTS LIMITED AND ITS WHOLLY-OWNED OPERATING SUBSIDIARY FUJIAN YUXIN
ELECTRONIC          EQUIPMENT CO., LTD.

| | On
December 16, 2004, the Company acquired from Mr. Hendrik Tjandra, Eastway Global
Investment Limited, a corporation formed under the laws of the British Virgin Islands, a
Holding Company the latter of which owns a Chinese Operating
company named FuJian Yuxin Electronic Equipment Co., Ltd.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The
Operating company carries on the business of the design, manufacture and sale of
atmospheric water generators from a facility on lands leased by the operating company
located in Fuqing, Fujian, China.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The
Holding Company was the owner of all of its registered capital of the Operating company,
and Mr. Hendrik Tjandra (Hendrik) was the owner of all the issued and
outstanding shares in the capital of the Holding Company.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The
completion of the purchase and sale of the shares took place immediately upon delivery and
execution of the agreement on December 16, 2004.
| | -----------------------------------------------------------------------------------------------------------------------------------------------

| | David
Tjahjadi, the son of Hendrik Tjandra, is also a principal to the agreement as he is an
officer and director of the Operating company.
| | -------------------------------------------------------------------------------------------------------------------------------------------

| | Hendrik
Tjandra and David Tjahjadi are named the Principals in the agreement.
| | -------------------------------------------------------------------------------

| | Terms
and conditions of this agreement are as follows:
| | ------------------------------------------------------

|(a) |  | a deposit of $300,000 deposited with the Solicitors of Kirin Capital pursuant to
               a letter Agreement dated October 29, 2004 between Kirin Capital Corp., the
               Principals and the Operating Company.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) |  | the purchase price for the shares is $3,500,000 cash plus the market value of
               purchase price shares, in (d); below, and in future earn-out shares as computed
               in (e), below.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(c) |  | the cash purchase price in (b), above, shall be paid as follows:
|--- |  | ----------------------------------------------------------------

| |  | (i)      $300,000 by assignment and release of the deposit outlined in (a), above, to Hendrik, and
(ii)     $1,000,000 payable to Hendrik on January 31, 2005, and
(iii)    $1,000,000 payable to Hendrik on April 30, 2005, and
(iv)     $1,200,000 payable to Hendrik on August 31, 2005

        The payments required in (i), (ii) and (iii) above, have been paid to June 30, 2005
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(d) |  | the issuance on closing of 12,720,000 common shares to Hendrik equal to 40% of
               the issued and outstanding shares of HENDRX Corp.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------

Page 15

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HENDRX CORP. (Formerly StarSoft, Inc.)Notes
to Consolidated Financial Statements June 30, 2005(Expressed in US Dollars)(Unaudited)

---

Note 3.  ACQUISITION OF EASTWAY
GLOBAL INVESTMENTS LIMITED AND ITS WHOLLY-OWNED OPERATING SUBSIDIARY FUJIAN YUXIN
ELECTRONIC          EQUIPMENT CO., LTD. (Cont'd)

|(e) |  | an earn-out bonus to the Principals, in equal shares, the number of shares
               required to bring the principals aggregate holding of shares in the
               capital of HENDRX Corp. up to 51% within 30 days after the release and
               publication of HENDRX Corp.s audited financial statements for the first
               fiscal year in which the gross revenue, on a consolidated basis, exceeds
               $15,000,000.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(f) |  | the payment dates in (c)(iii) and (iv), above, shall have an additional
               Grace Period of 60 days to make any such payment. Interest shall
               accrue during the Grace Period for Hendriks benefit on any unpaid amount
               at the rate of 18% per annum, compounded monthly.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(g) |  | a non-compete agreement whereby the Principals agree not to compete with the
               Businesses carried on by HENDRX Corp. and /or the Operating company or any
               affiliates or related companies, anywhere in the world, for a period of 2 years
               from the closing date.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(h) |  | funding commitment by HENDRX Corp. as follows:
|--- |  | ----------------------------------------------

|(i) | to raise financing or dedicate existing financing and resources, of $1,500,000
          for further development of the Business, within 30 days after the closing date;
          and
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(ii) |  | after closing, HENDRX Corp. shall formalize with Hendrik an irrevocable
               marketing commitment and strategy for marketing the business and for increasing
               market and investor awareness of the Business, whereby HENDRX Corp. shall use
               its best commercial efforts to raise financing, or to dedicate existing
               financing and/or resources, of $2,000,000 to be allocated therefrom as to (a)
               $1,000,000 to market the operating company and promote the Business, market and
               product strategy, and (b) $1,000,000 to increase brand and product awareness
               through video, digital print and electronic media, endorsements, sponsorship and
               media campaigns.
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The
market price of 12,720,000 common shares issued for this acquisition was $2.68 per common
share for total stock consideration of $34,090,200 plus cash payments of $3,500,000 on the
terms, as outlined above, for total consideration of $37,590,200.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Page 16

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HENDRX CORP. (Formerly StarSoft, Inc.)Notes
to Consolidated Financial Statements June 30, 2005(Expressed in US Dollars)(Unaudited)

---

Note 19. SIGNIFICANT EVENTS DURING
THE SIX MONTHS ENDED JUNE 30, 2005 (Cont'd)

|(b) |  | Amendment of Articles of Association

                  By written consent resolution of the Board of Director on January 14, 2005, by Articles of Amendment to the Articles
                  of Association of StarSoft, Inc. dated February 18, 2005, the Company:
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(i) |  | changed its name to Hendrx Corp.
|--- |  | --------------------------------

|(ii) |  | authorized the total common stock that may be issued by the corporation at 350,000,000 shares of  common stock
                           with a par value per share of one-tenth of one cent $(0.001) and no other class shall be authorized. The change
                           in the corporation's name and the decrease in the number of authorized common shares is effective on March 28,
                           2005.
|---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(c) |  | By resolution of the Board of Directors effective March 12, 2005, the Company adopted a 2005 - 2007 Omnibus Stock Option
                  Plan ("Plan") for key employees, directors and consultants and reserved 3,500,000 common shares for issuance under
                  this plan out of the Company's authorized but unissued common shares.  Out of these shares reserved, the Company
                  granted non-qualified stock options to each of seven directors to acquire 50,000 common stocks, for five years for a
                  total of 350,000 shares, at a price of $1.50 per share.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Note 20.     SUBSEQUENT EVENTS

|(a) |  | Legal fees and financing costs:

                  The Company had engaged a law firm to conduct NASDAQ application and general corporate  counseling matters. The total
             billings for legal  services and the  commissions / finder's fees charged for  Regulation D financing  directly  raised by
             that firm since February 2005 up to date amounted to $121,346.53.  In the Company's view, the fees and commissions charged
             by the firm were unreasonable or without  contractual  rights to do so the Company  challenged the  reasonableness of that
             amount.  The Company has reached  settlement  with the firm for the legal service fees of $35,000 for  outstanding  amount
             around  $56,250.  The fees settled are booked on the books on the settlement  date of July 26, 2005,  subject to review of
             the work product to be provided by the law firm.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Page 25

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HENDRX CORP. (Formerly StarSoft, Inc.)Notes
to Consolidated Financial Statements June 30, 2005(Expressed in US Dollars)(Unaudited)

---

Note 20.     SUBSEQUENT EVENTS
(Cont'd)

| | (b)    
          Financing costs and operating expenses:
| | ---------------------------------------------------------

| | The
Company has been reviewing the financing expenses and other operating expenses advanced by
an unrelated party doing overseas financing which was completed in April 2005. The total
amount of financing costs and advances for operations claimed by that party was equivalent
to $348,022.09. However, due to the fact that there were lots of expenses and costs
lacking valid invoices and receipts and thus were problematic, the actual amount of
financing costs and operating expenses to be recorded is uncertain and undeterminable at
of June 30, 2005, and thus not been fully posted in accounting records and in the
financial statements as of June 30, 2005. In mid July, the Company decided not to wait
until all receipts and received and all problems were resolved and to post those valid
expenses and costs by stages. On July 20, 2005 the Company approved part of the financing
costs and operating expenses with valid receipts and invoices as of that day in the amount
of $273,685 (including financing costs of $87,055 and operating costs of $186,630) and
recorded on books accordingly. Remaining balance claimed by that party will be validated
and approved in the period when that party comes up with all the valid invoices and
receipts.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Page 26

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ITEM 2.   MANAGEMENT'S DISCUSSION
AND ANALYSIS

The following discussion and analysis
of our financial condition and results of operations should be read in conjunction with
the Financial Statements and accompanying notes and the other financial information
appearing elsewhere in this periodic report. Hendrxs fiscal year end is December 31.

This report and the exhibits attached
hereto contain forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. The forward-looking statements include, without limitation,
statements as to managements good faith expectations and beliefs, which are subject
to inherent uncertainties which are difficult to predict and may be beyond the ability of
Hendrx to control. Forward-looking statements are made based upon managements
expectations and belief concerning future developments and their potential effect upon
Hendrx. There can be no assurance that future developments will be in accordance with
managements expectations or that the effect of future developments on Hendrx will be
those anticipated by management.

The words believes,
expects, intends, plans, anticipates,
hopes, likely, will, and similar expressions identify
such forward-looking statements. Such forward-looking statements involve known and unknown
risks, uncertainties and other important factors that could cause the actual results,
performance or achievements of Hendrx, or industry results, to differ materially from
future results, performance or achievements expressed or implied by such forward-looking
statements.

These risks and uncertainties, many
of which are beyond our control, include (i) the sufficiency of existing capital resources
and Hendrxs ability to raise additional capital to fund cash requirements for future
operations; (ii) uncertainties related to the acceptance of Hendrxs current and
future products; (iii) the ability of Hendrx to achieve and maintain sufficient revenues
to fund operations; (iv) volatility of the stock market; and (v) general economic
conditions. Although Hendrx believes the expectations reflected in these forward-looking
statements are reasonable, such expectations may prove to be incorrect.

Readers are cautioned not to place
undue reliance on these forward-looking statements which reflect managements view
only as of the date of this report. Hendrx undertakes no obligation to publicly release
the result of any revisions to these forward-looking statements which may be made to
reflect events or circumstances after the date hereof or to reflect the occurrence of
unanticipated events, conditions or circumstances. For additional information about risks
and uncertainties that could adversely affect Hendrxs forward-looking statements,
please refer to Hendrxs filings with the Securities and Exchange Commission,
including its Annual Report on Form 10-KSB for the fiscal year ended December 31, 2004

General

Hendrx acquired Fujian Yuxin
Electronic Equipment Co., Ltd. (Yuxin) as its wholly owned subsidiary on
December 16, 2004. Since then, Hendrxs principal business has been the manufacture
and distribution of water dispenser systems. Hendrx owns patents for atmospheric water
generation (AWG) in China and utilizes patents under license that are
registered in the United States. Hendrx head office and plant facilities are located in
Ron Qiao Economic Development Zone, Fuqing City, Fujian Province, Peoples Republic
of China.

Hendrxs mission is be a market
leader in the design, manufacture and distribution of water solutions that bring safe,
disease free, clean and affordable water to the world.

Page 27

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Short Term Business
Strategy

Hendrxs short term strategy is
to realize net cash flow from operations, to expand marketing efforts, to enlarge
manufacturing capacity, to continue research and development, and to ensure that Hendrx is
recognized as a global leader in AWG.

Hendrx intends to focus on a
comprehensive marketing plan that will increase international sales as well as local sales
in mainland China. Management will reevaluate existing distribution agreements, develop
new markets and consider alternative methods for distributing its products, such as
franchise or leasing arrangements. Hendrx also hopes to align itself with major
distribution partners and Big Box retailers. Hendrx intends to penetrate the
North American market within the next twelve months by initially targeting residential and
commercial market segments.

Anticipation of increased sales will
cause Hendrx in the short term to increase manufacturing capacity. A current expansion of
Hendrx manufacturing facility in Fujian, China will increase the number of AWG units
that can be produced from the current level of 50,000 annually. Management believes that
the increase in manufacturing capacity is sufficient to meet anticipated demand for AWG
products over the next twelve months. The expansion is scheduled to be completed in late
2005.

Research and development focused on
AWG units, reverse osmosis devices and related filtration systems will concentration on
readying the next generation of the ERIVA brand unit for market.

Hendrx completed a private equity
placement of $7,964,200 on April 22, 2005 to ensure sufficient cash flow, to expand
marketing efforts, to complete the expansion of the companys manufacturing facility,
to streamline operations, better existing product quality and continue research and
development. Proceeds of the funding are also designated for continuing obligations to
Hendrxs chairman of the board of directors and chief executive officer, Hendrik
Tjandra in connection with Hendrxs acquisition of Yuxin.

During July of 2005, Hendrx decided
to pursue additional funding through a private equity placements of up to $10,000,000. The
anticipated funds were to be used to further develop Hendrxs business plan. However,
as of August 6, 2005 there has been no firm commitment obtained from any investor to
participate in additional fund raising.

Long Term Business
Strategy

Hendrxs longer term strategy is
to establish sales in the industrial, military, commercial, disaster relief and
humanitarian market segments of the water industry. Management believes that Hendrxs
industrial AWG units are ideally positioned to service this prospective market. Hendrx
will also explore the establishment of a new manufacturing/assembly facility in Mexico to
take advantage of the low labor cost and the North America Free Trade Agreement, which
will enable Hendrx to obtain the a GSA number that will permit Hendrx to
supply AWG units to the United States government.

Hendrx intends to maintain a position
of technological leadership and innovation in AWG technology by adopting an aggressive
approach towards product improvement. Management intends to continue growing its
intellectual property portfolio by registering patents and trademarks for new products.

Hendrx also plans to expand and
develop targeted acquisitive growth in the water industry that will add
technologies, distribution channels, product lines and, ultimately, customers to its
existing business.

Page 28

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Quantitative and
Qualitative Disclosures of Various Risks

Historically Hendrx has had
difficulty generating sufficient cash flow to expand marketing, increase manufacturing
capacity and fund necessary research and development. Accordingly, there can be no
assurance that Hendrxs short or long term business strategy will provide sufficient
cash flows to accomplish those objectives defined by management for future growth. Should
Hendrx be unable to generate sufficient cash flow from the sale of its products or from
the successful completion of private equity placements, it will be required to seek
financing from alternative sources such as additional sales of its common stock or
incurring additional debt in order to accomplish its current marketing, manufacturing and
research and development objectives. Hendrx can provide no assurance that such efforts, if
necessary, would be successful.

Hendrxs business development
strategy is prone to significant risks and uncertainties which can have an immediate
impact on efforts to increase net cash flow and deter future prospects of revenue growth.
Hendrxs financial condition and results of operations depend primarily on revenue
generated from the sale of AWG units and its ability to control expenses. Hendrx has a
limited history of generating revenue which should not be viewed as an indication of
continued growth. Hendrx also has a historical record of incurring losses. Should Hendrx
be unable to consistently generate revenue and reduce or stabilize expenses to the point
where it can consistently maintain net cash flow, such failure will have an immediate
impact on the its ability to continue its business operations.

Results of Operations

Hendrxs financial statements
are stated in U.S. dollars in accordance to US GAAP and are consolidated with the
financial statements of Eastway and Yuxin for the three and six month periods ended June
30, 2005. Note that the consolidated statement of operations and the consolidated
statement of cash flows for the three and six month periods in 2004, do not include the
operations of Eastway or Yuxin which operations were acquired on December 16, 2004.

During the period from January 1,
2005 through June 30, 2005, Hendrxs subsidiary Yuxin was engaged in research and
development, manufacturing and the marketing of AWG units from Fujian, China. Hendrx
expects that over the next twelve months it will embark on a comprehensive marketing plan
for the sale of AWG units while expanding manufacturing capacity and focusing on
innovation through research and development.

Three and six month periods ended
June 30, 2005 and 2004

Gross Revenues and Cost
of Goods Sold

Gross revenues for the three month
period ended June 30, 2005 were $1,280,454 as compared to $0 for the three month period
ended June 30, 2004. Gross revenues for the six month period ended June 30, 2005 were
$2,761,062 as compared to $0 for the six month period ended June 30, 2004. Gross revenue
in the current three and six month periods is based almost entirely on the sale of AWG
units. Prior to the acquisition of Yuxin, in the prior comparative three and six month
periods, Hendrx had no significant operations. Hendrx expects to increase gross revenue
over the next twelve months.

Cost of goods sold for the three
month period ended June 30, 2005 was $995,728 as compared to $0 for the three month
period ended June 30, 2004. Cost of goods sold for the six month period ended June 30,
2005 was $2,111,199 as compared to $0 for the six month period ended June 30, 2004. Cost
of goods sold can be attributed primarily to the purchase of components used in the AWG
units. Hendrx expects that the cost of goods sold will increase in relation to
anticipated increases in gross revenue.



Page 29

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Expenses

Selling expenses for the three month
period ended June 30, 2005 were $100,892 as compared to $0 for the three month period
ended June 30, 2004. Selling expenses for the six month period ended June 30, 2005 were
$138,017 as compared to $0 for the comparable period ended June 30, 2004. Hendrx
anticipates that selling expenses will increase over the next twelve months as a
comprehensive marketing strategy is launched to increase sales of the companys water
dispenser systems.

General and administrative expenses
for the three month period ended June 30, 2005 were $436,791 as compared to $329 for the
three month period ended June 30, 2004. General and administrative expenses for the six
month period ended June 30, 2005 were $762,562 as compared to $2,937 of the comparable
period ended June 30, 2004. The increase in general and administrative expenses over the
comparative periods can be attributed to an increase in costs associated with acquiring
operations on December 16, 2004. Increases were recorded for personnel costs, consulting
fees, professional advice, accounting expenses, auditing fees, public reporting and
travel. Hendrx anticipates that general and administrative will decrease in future
periods.

Stock-based compensation was $0 for
the three month periods ended June 30, 2005 and 2004. Stock-based compensation costs for
the six month period ended June 30, 2005 were $1,764,000 as compared to $0 for the
comparable period ended June 30, 2004. Stock-based compensation costs in the current six
month period can be attributed to the extraordinary grant of 350,000 stock options to
certain board members on March 12, 2005. The stock-based compensation cost was calculated
using fair value method by Black-Scholes Option Pricing model. Hendrx does not anticipate
further stock-based compensation costs over the next twelve months.

Net Losses

Net losses for the three month period
ended June 30, 2005 increased to $261,542 from $329 for the comparable three month period
ended June 30, 2004. Net losses for the six month period ended June 30, 2005 increased to
$2,044,651 from $2,937 for the comparable six month period ended June 30, 2004. Net losses
in the current three and six month periods can be attributed to general and administrative
expenses and extraordinary stock based compensation costs associated with the grant of
stock options. Prior to the acquisition of Yuxin, Hendrx had no significant operations.
Hendrx expects that net losses will decrease in future periods in relation to anticipated
increases in revenue and decreases in general and administrative costs.

Liquidity and Capital
Resources

Cash flow used for operations in the
three month period ended June 30, 2005 was $1,102,747 as compared to $329 for the three
month period ended June 30, 2004. Cash flow used for operations in the six month period
ended June 30, 2005 was $754,929 as compared to cash flow used for operations of $2,937
for the comparable six month period ended June 30, 2004. Cash flow used for operations for
the current three and six month periods can be attributed to net losses, pre-paid expenses
and accounts payable. Prior to the acquisition of Yuxin, Hendrx was without significant
operations. Hendrx expects that a decrease in net losses and accounts payable in future
periods will produce cash flow from operations.

Page 30

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Cash flow used for investing
activities for the three month period ended June 30, 2005 was $1,336,366 as compared to
cash flow from investing activities of $4,000 for the three month period ended June 30,
2004. Cash flow used for investing activities for the six month period ended June 30, 2005
was $2,621,631 as compared to cash flows from investing activities of $4,000 for the six
months ended June 30, 2004. Cash flow used in investing activities in the current three
and six month periods can be attributed to the purchase obligations associated with the
acquisition of Yuxin and the purchase of manufacturing equipment utilized in the
production of AWG units. Prior to the acquisition of Yuxin, Hendrx was without significant
operations. Hendrx expects that cash flow used for investing activities will increase over
future periods as it continues to improve its manufacturing facility and completes the
final installment payment on the purchase of Yuxin.

Cash flow provided by financing
activities for the three month period ended June 30, 2005 was $814,589 as compared to $0
for the three month period ended June 30, 2004. Cash flow provided by financing activities
was $5,889,501 for the six months ended June 30, 2005 as compared to $0 for the six month
period ended June 30, 2004. Cash flow provided by financing activities in the current
three and six month periods can be attributed to the completion of a private placement of
the companys equity. Hendrx expects to produce additional cash flow from financing
activities during 2005.

Hendrx had a working capital surplus
of $1,024,041 as of June 30, 2005 and has funded its cash needs since inception from
revenue, in combination with debt and equity financing provided by banks and other
unrelated parties. Hendrx has issued 134,400 restricted common shares to pay accrued wages
benefits of $517,440 and will continue to use equity to finance debts incurred from the
acquisition of Yuxin as necessary. Hendrx anticipates that cash flow from revenues and
anticipated equity placements will be sufficient to fund operations in 2005. However,
there can be no assurance that Hendrx will generate sufficient cash flows from revenue or
debt or equity placements to fund current operations. Since any earnings, if realized, are
anticipated to be reinvested in operations, cash dividends are not expected to be paid in
the foreseeable future. Commitments for future capital expenditures will be primarily
funded by future equity financings.

Hendrxs bank loans of
$2,748,761 are all guaranteed by Fujian Tienyu Steel Products Co., Ltd.,
(Tienyu) a company owned by the chairman of the board of directors of Hendrx.
In return, Hendrx, through its subsidiary Yuxin, has guaranteed Tienyus bank loans
of $5,268,544. Based on the financial results of Tienyu, Hendrx believes that Tienyu will
be able repay its loans on a consistent basis. Nonetheless, Hendrx intends to reduce these
mutual guarantees gradually over time.

On April 22, 2005, Hendrx completed a
private equity placement that raised a total of $7,964,200 from the sale of 4,428,667
restricted common shares at $1.50 per share and 875,000 restricted common shares at $1.51
per share. Hendrx paid a ten percent (10%) financing sales commission, a 0.5%
finders fee, and $40,000 in escrow fees in connection with the placement. The
proceeds of the placement are to be used and to complete the purchase of Yuxin, improve
and expand manufacturing capacity, expand marketing efforts on a comprehensive basis and
fund further research and development.

Hendrx adopted a Stock Option and
Compensation Plan (Plan) on March 12, 2005. Under the Plan, Hendrx may issue
stock, stock appreciation rights, or grant options to acquire Hendrxs common stock
to employees of Hendrx or its subsidiaries. The board of directors, at its own discretion
may also issue stock, stock appreciation rights or grant options to other individuals,
including consultants or advisors, who render services to Hendrx or its subsidiaries.
Hendrx granted 350,000 options with an exercise price of $1.50 for a period of five years
to all members of the board of directors as of March 12, 2005.

Hendrx, except in respect to the
grant of stock options, has no defined benefit plan or contractual commitment with any of
its officers or directors.

Page 31

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Hendrx has plans to expand its
manufacturing facility in Fujian, China and does intend to purchase equipment in
connection with that expansion.

Hendrx has no current plans to make
any significant changes in the number of employees.

# Income Tax Expense
(Benefit)

Hendrx recognizes deferred tax assets
and liabilities for future tax consequences attributable to differences between the
financial statement carrying amounts of existing assets and liabilities and their
respective tax bases. The deferred tax liability associated with any net earnings will be
offset by deferred tax assets related to the net operating loss carryforwards of Hendrx. A
valuation allowance has been recorded for the remaining amount of net deferred tax asset
due to the uncertainty surrounding its ultimate realization.

# Impact of Inflation

Hendrx believes that inflation has
had a negligible effect on operations over the past three years. Hendrx believes that it
can offset inflationary increases in maintenance costs by increasing revenue and improving
operating efficiencies.

# Critical Accounting
Policies

In Note 2 to the unaudited
consolidated financial statements for the period ended June 30, 2005 and 2004 included in
this Form 10-QSB, Hendrx discusses those accounting policies that are considered to be
significant in determining the results of operations and its financial position. Hendrx
believes that the accounting principles utilized by it conform to accounting principles
generally accepted in the United States of America.

The preparation of financial
statements requires management to make significant estimates and judgments that affect the
reported amounts of assets, liabilities, revenues and expenses. By their nature, these
judgments are subject to an inherent degree of uncertainty. On an on-going basis, we
evaluate our estimates, including those related to bad debts, inventories, intangible
assets, warranty obligations, product liability, revenue, and income taxes. Hendrx bases
its estimates on historical experience and other facts and circumstances that are believed
to be reasonable, and the results form the basis for making judgments about the carrying
value of assets and liabilities. The actual results may differ from these estimates under
different assumptions or conditions. With respect to revenue recognition, we apply the
following critical accounting policies in the preparation of its financial statements

# Revenue Recognition

Hendrx generates revenue through the
sale of AWG units whether to wholesale distributors or to individual consumers. Revenues
are recognized only when persuasive evidence for a sales arrangement exists; delivery of
the product has occurred; the product fee is fixed or determinable; and collection of the
fee is reasonably assured. Revenue derived from the sale of services is initially recorded
as deferred revenue on the balance sheet. The amount is recognized as income over the term
of the contract.

Page 32

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# Going Concern

Hendrxs auditor has expressed
concern as to Hendrxs ability to continue as a going concern as a result of
recurring losses, limited revenue-generating activities and working capital deficiency of
$5,799,903 as of December 31, 2004. Hendrxs ability to continue as a going concern
is subject to the ability of Hendrx to realize net income and obtain funding from outside
sources. Managements plan to address Hendrxs ability to continue as a going
concern, include: (1) obtaining further funding from private placement sources; (2)
obtaining additional funding from the sale of Hendrxs securities; (3) generating
sufficient revenues to sustain operations; and (4) obtaining loans and grants from various
financial institutions, where possible. Although management believes that it will be able
to obtain the necessary funding to allow Hendrx to remain a going concern through the
methods discussed above, there can be no assurances that such methods will prove
successful.

# ITEM 3.  CONTROLS AND
PROCEDURES

(a) Evaluation of
Disclosure Controls and Procedures

Under the supervision and with the
participation of our management, including our principal executive officer and principal
financial officer, we evaluated the effectiveness of the design and operation of our
disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934 (Exchange Act), as of June 30, 2005. Based on
this evaluation, our principal executive officer and our principal financial officer
concluded that, as of the end of the period covered by this report, our disclosure
controls and procedures were effective and adequately designed to ensure that the
information required to be disclosed by us in the reports we submit under the Exchange Act
is recorded, processed, summarized and reported within the time periods specified in the
applicable rules and forms and that such information was accumulated and communicated to
our chief executive officer and chief financial officer, in a manner that allowed for
timely decisions regarding required disclosure.

(b) Changes in Internal
Controls

During the period ended June 30,
2005, there has been no change in internal control over financial reporting that has
materially affected, or is reasonably likely to materially affect our internal control
over financial reporting.

PART II

# ITEM 1.           LEGAL
PROCEEDINGS

None.

# ITEM 2.  CHANGES IN
SECURITIES

On April 15, 2005, Hendrx authorized
the issuance of 200,000 shares of common stock to valued at $1.51 a share to the Phillips
W. Smith Family Trust in exchange for cash consideration of $302,000, pursuant to
exemptions from registration provided by Section 4(2) and Regulation D of the Securities
Act of 1933 (Securities Act), as amended.

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Hendrx made this offering based on
the following factors: (1) the issuance was an isolated private transaction by Hendrx
which did not involve a public offering; (2) there was only one offeree who was issued
Hendrxs stock for cash consideration; (3) the offeree stated an intention not to
resell the stock and has continued to hold it since it was acquired; (4) there were no
subsequent or contemporaneous public offerings of the stock; (5) the stock was not broken
down into smaller denominations; and (6) the negotiations that lead to the issuance of the
stock took place directly between the offeree and Hendrx.

On April 13, 2005, Hendrx authorized
the issuance of 500,000 shares of restricted common stock valued at $1.50 a share to
Affaires Financieres S.A. in exchange for cash consideration of $750,000 pursuant to the
exemptions from registration provided by Regulation S and Section 4(2) of the Securities
Act of 1933.

Hendrx made this offering based on
the following factors: (1) the issuance was an isolated private transaction by Hendrx
which did not involve a public offering; (2) there was only one offeree who was issued
Hendrxs stock for cash consideration; (3) the offeree stated an intention not to
resell the stock; (4) there were no subsequent or contemporaneous public offerings of the
stock; (5) the stock was not broken down into smaller denominations; and (6) the
negotiations that lead to the issuance of the stock took place directly between the
offeree and Hendrx.

Regulation S provides generally that
any offer or sale that occurs outside of the United States is exempt from the registration
requirements of the Securities Act, provided that certain conditions are met. Regulation S
has two safe harbors. One safe harbor applies to offers and sales by issuers, securities
professionals involved in the distribution process pursuant to contract, their respective
affiliates, and persons acting on behalf of any of the foregoing (the issuer safe
harbor), and the other applies to resales by persons other than the issuer,
securities professionals involved in the distribution process pursuant to contract, their
respective affiliates (except certain officers and directors), and persons acting on
behalf of any of the forgoing (the resale safe harbor). An offer, sale or
resale of securities that satisfied all conditions of the applicable safe harbor is deemed
to be outside the United States as required by Regulation S. The distribution compliance
period for shares sold in reliance on Regulation S is one year.

Hendrx complied with the requirements
of Regulation S by having no directed selling efforts made in the United States, by
selling only to an offeree who was outside the United States at the time the settlement
agreement originated, and ensuring that the entity to whom the stock was issued was a
non-U.S. person with an address in a foreign country.

On April 8, 2005, Hendrx authorized
the issuance of 100,000 shares of common stock to valued at $1.51 a share to Jack A.
Norqual in exchange for cash consideration of $151,000, pursuant to exemptions from
registration provided by Section 4(2) and Regulation D of the Securities Act of 1933
(Securities Act), as amended.

Hendrx made this offering based on
the following factors: (1) the issuance was an isolated private transaction by Hendrx
which did not involve a public offering; (2) there was only one offeree who was issued
Hendrxs stock for cash consideration; (3) the offeree stated an intention not to
resell the stock and has continued to hold it since it was acquired; (4) there were no
subsequent or contemporaneous public offerings of the stock; (5) the stock was not broken
down into smaller denominations; and (6) the negotiations that lead to the issuance of the
stock took place directly between the offeree and Hendrx.

During April of 2005, Hendrx
authorized the issuance of 66,667 shares of restricted common stock valued at $1.50 a
share to Saeed Mohamed Rasool/Mohamed Hussain Alkhouri in exchange for cash consideration
of $100,000 pursuant to the exemptions from registration provided by Regulation S and
Section 4(2) of the Securities Act of 1933.

Page 34

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Hendrx made this offering based on
the following factors: (1) the issuance was an isolated private transaction by Hendrx
which did not involve a public offering; (2) there was only one offeree who was issued
Hendrxs stock for cash consideration; (3) the offeree stated an intention not to
resell the stock; (4) there were no subsequent or contemporaneous public offerings of the
stock; (5) the stock was not broken down into smaller denominations; and (6) the
negotiations that lead to the issuance of the stock took place directly between the
offeree and Hendrx.

Hendrx complied with the requirements
of Regulation S by having no directed selling efforts made in the United States, by
selling only to an offeree who was outside the United States at the time the settlement
agreement originated, and ensuring that the entity to whom the stock was issued was a
non-U.S. person with an address in a foreign country.

During April of 2005, Hendrx
authorized the issuance of 100,000 shares of restricted common stock valued at $1.50 a
share to Ahmed Seddiq Mohamed Hussain Khouri in exchange for cash consideration of
$150,000 pursuant to the exemptions from registration provided by Regulation S and Section
4(2) of the Securities Act of 1933.

Hendrx made this offering based on
the following factors: (1) the issuance was an isolated private transaction by Hendrx
which did not involve a public offering; (2) there was only one offeree who was issued
Hendrxs stock for cash consideration; (3) the offeree stated an intention not to
resell the stock; (4) there were no subsequent or contemporaneous public offerings of the
stock; (5) the stock was not broken down into smaller denominations; and (6) the
negotiations that lead to the issuance of the stock took place directly between the
offeree and Hendrx.

Hendrx complied with the requirements
of Regulation S by having no directed selling efforts made in the United States, by
selling only to an offeree who was outside the United States at the time the settlement
agreement originated, and ensuring that the entity to whom the stock was issued was a
non-U.S. person with an address in a foreign country.

# ITEM 3. DEFAULTS UPON
SENIOR SECURITIES

None.

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

None.

# ITEM 5. OTHER INFORMATION

None.

# ITEM 6. EXHIBITS

Exhibits required to be attached by
Item 601 of Regulation S-B are listed in the Index to Exhibits on Page 37 of this Formm
10-QSB/A, and are incorporated herein by this reference.

Page 35

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SIGNATURES

In accordance with Section 12 of the
Securities Exchange Act of 1934, the registrant caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized, this 8th day of
September, 2005.

Hendrx Corp.

/s/ Hendrik TjandraName:
Hendrik Tjandra

Title: Chief Executive
Officer, Chairman of the Board of Directors

/s/ James ShaoName: James
Shao

Title: Chief Financial
Officer and Principal Accounting Officer

Page 36

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### 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.

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