UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-KSB

[X] ANNUAL REPORT UNDER OR OF THE SECURITIES EXCHANGE ACT OF 1934
                   For the fiscal year ended November 30, 2004
                                -----------------

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934
    For the transition period from _______________________ to _____________

                        Commission file number 000-25003
                                    ---------
                                Real Logic, Inc.
                      -------------------------------------
                 (Name of small business issuer in its charter)

         Florida                                     64-1045849
         --------                                    ----------
(State or other jurisdiction                (IRS Employer Identification No.)
of incorporation or organization)

         125 Worth Avenue, Suite 302, Palm Beach, FL                 33480
         -------------------------------------------                 -----
           (Address of principal executive offices)                (Zip Code)

Issuer's telephone number, including area code: (561) 655-3200

Securities registered under Section 12(b) of the Exchange Act:

         Title of each class        Name of each exchange on which registered

Securities registered under Section 12(g) of the Exchange Act:

                     Common Stock, par value $.001 per share
                     ---------------------------------------
                                (Title of class)

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

                                 YES [ ] NO [X]

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and if no disclosure will be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10KSB. [X]

Our revenues for the most recent fiscal year were $0.


<PAGE>

The aggregate market value of our common stock held by non-affiliates was
$36,050 on November 30, 2004, based on the most recent price at which the common
stock was sold in an arms length transaction.

The number of shares outstanding of our common stock on November 30, 2004 was
18,271,000

Transitional Small Business Disclosure Format: Yes  [ ]  No [X]

PART I

Forward-Looking Statements

The matters discussed in this Form 10-KSB may contain "forward looking
statements" (as defined in the Private Securities Litigation Reform Act of
1995). These statements can be identified by the use of forward-looking
terminology such as "believes," "expects," "may," "will," "intends," "should,"
or "anticipates" or the negative thereof or other variations thereon or
comparable terminology, or by discussions of strategy that involve risks and
uncertainties. The safe harbor provisions of Section 21E of the Securities
Exchange Act or 1934, as amended, and Section 27A of the Securities Act of 1933,
as amended, apply to forward-looking statements made in this report. You should
not place undue reliance on forward-looking statements. Forward-looking
statements involve risks and uncertainties. The actual results that we achieve
may differ materially from any forward-looking statements due to such risks and
uncertainties. These forward-looking statements are based on current
expectations, and we assume no obligation to update this information. Readers
are urged to carefully review and consider the various disclosures made by us in
our reports filed with the Securities and Exchange Commission that attempt to
advise interested parties of the risks and factors that may affect our business.

Item 1. Business

Real Logic, Inc. was incorporated in the state of Florida on June 28, 1999.
Since its inception through the date of this Report, our primary activity has
been to locate and acquire an operating company. In order to increase our
attractiveness to potential acquisition targets, on December 4, 2000, we
voluntarily filed a Form 10-SB with the Securities and Exchange Commission,
thereby becoming a publicly reporting company. On October 29, 2001, we changed
our name from Xelos, Inc. to Real Logic, Inc. Over the past few years, we have
considered the acquisition of several companies, and have entered into contract
negotiations and conducted extensive due diligence reviews on some of them. As
of this date, however, no transaction has been finalized.

Item 2. Property

We own no real estate. Our offices are located at 125 Worth Avenue. Suite 302,
Palm Beach, FL., 33480. We pay rent of approximately $1,500 per month for our
offices. We believe this space will be adequate for our needs for the
foreseeable future.

                                       2
<PAGE>

Item 3. Legal Proceedings

We are not a party to any legal proceedings.

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

During the period covered by this report, there were no matters submitted to our
shareholders for a vote.

PART II

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

Market for Common Stock

There is currently no trading market for our stock and there can be no assurance
that any trading market will ever develop or, if such a market does develop,
that it will continue.

Holders of Record

As of November 30, 2004, we had ten shareholders of our common stock, which is
the only class of stock which we have outstanding.

Dividend Policy

We have never paid cash dividends on our Common Stock. Payment of dividends will
be within the sole discretion of our Board of Directors and will depend, among
other factors, upon earnings, capital requirements and the operating and
financial condition of the Company.

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

Plan of Operations

We are a development stage company as defined in the Statement of Financial
Accounting Standards No. 7. We have had no operations since incorporation. We
are seeking to acquire one or more operating businesses through solicitation.
Such solicitation may include newspaper or magazine advertisements, mailings or
other distributions to law firms, accounting firms, investment bankers,
financial advisors and similar persons, and the use of one or more world-wide
websites and similar methods. Our management may engage in such solicitation
directly or may employ one or more entities to conduct or assist in such
solicitation. The Company and/or any entity with which the Company enters into a
business combination may pay referral fees to consultants and others who refer
target businesses for mergers into public companies. Such payments would be made
only if a business combination occurs and may consist of cash or a portion of
the stock in the resulting company.

As of November 30, 2004, the Company's accumulated deficit was $138,106, and our
working capital was $(89,735). Until we can acquire an operating business, we
will be dependant upon funding from our principal shareholder, Bradford L.
Tolley.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

                                       3
<PAGE>

RECENT ACCOUNTING PRONOUNCEMENTS

In December 1999, the Securities and Exchange Commission issued Staff Accounting
Bulletin (SAB) No. 101, "Revenue Recognition in Financial Statements"
summarizing the SEC's views in applying generally accepted accounting principles
to various revenue recognition issues. Management believes that its revenue
recognition practices are in conformity with SAB No. 101.

In April 2000, the FASB issued FASB Interpretation No. 44 ("FIN No. 44"),
"Accounting for Certain Transactions Involving Stock Compensation: An
Interpretation of APB No. 25." We have adopted the provisions of FIN No. 44, and
such adoption did not impact our results of operations.

In September 2000, the FASB issued SFAS No. 140 "Accounting for Transfers and
Servicing of Financial Asset and Extinguishment of Liabilities", a replacement
of SFAS No. 125. Management does not expect the standard to have any effect on
our financial position or results of operations.

In July 2601, the FASB issued SFAS No. 141 "Business Combinations" and SFAS No.
142 "Goodwill and Other Intangible Assets." We have adopted the provisions of
SFAS No. 141 and 142, and such adoption did not impact our results of
operations.

In July 2601, the SEC issued SAB 102 "Selected Loan Loss Allowance Methodology
and Documentation Issues." We do not expect this SAB to have any effect on our
financial position or results of operations.

In August 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement
Obligations." Management does not expect the standard to have any effect on our
financial position or results of operations.

In October 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment of
Long-Lived Assets." We have adopted the provisions of SFAS No. 144 and 142, and
such adoption did not impact our results of operations.

In April 2002, the FASB issued SFAS No. 145, "Rescission of SFAS's 4, 44 and 64,
Amendment of SFAS No. 13 and Technical Corrections." Management does not expect
the standard to have any effect on our financial position or results of
operations.

In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities." Management does not expect the standard to
have any effect on our financial position or results of operations.

In October 2002, the FASB issued SFAS No. 147, "Acquisition of Certain Financial
Institutions." Management does not expect the standard to have any effect on our
financial position or results of operations.



                                       4
<PAGE>

RISK FACTORS

WE HAVE NO OPERATING HISTORY OR REVENUE AND MINIMAL ASSETS. We have no operating
history, nor any revenues or earnings from operations. We have no significant
assets or financial resources. We will, in all likelihood, sustain operating
expenses without corresponding revenues, at least until the consummation of a
business combination or the execution of a business plan. This may result in the
Company incurring net operating losses which will increase continuously until we
can generate revenues. There is no assurance that we will be able to identify
such a target company and consummate such a business combination.

OUR PROPOSED OPERATIONS ARE SPECULATIVE. The success of our plan of operation
will depend to a great extent on the operations, financial condition and
management of the business plan or proposed target company. While management
prefers a business combination with entities having established operating
histories, there can be no assurance that we will be successful in locating
candidates meeting such criteria. If we complete a business combination, of
which there can be no assurance, the success of our operations will be dependent
upon management of the target company and numerous other factors beyond our
control.

THERE IS A SCARCITY OF, AND COMPETITION FOR, BUSINESS OPPORTUNITIES AND
COMBINATIONS. We are and will continue to be an insignificant participant in the
business of seeking mergers with and acquisitions of business entities. A large
number of established and well-financed entities, including venture capital
firms, are active in mergers and acquisitions of companies which may be merger
or acquisition target candidates for the Company. Nearly all such entities have
greater financial resources, technical expertise and managerial capabilities
than the Company and, consequently, we will be at a competitive disadvantage in
identifying possible business opportunities and successfully completing a
business combination. Moreover, we will compete with numerous other small public
companies in seeking merger or acquisition candidates.

WE HAVE NO AGREEMENT FOR A BUSINESS COMBINATION OR OTHER TRANSACTION AND NO
STANDARDS FOR BUSINESS COMBINATIONS. We have no current arrangement, agreement
or understanding with respect to engaging in a merger with or acquisition of a
specific business entity. We may not be successful in identifying and evaluating
suitable business opportunities or in concluding a business combination. We have
not identified any particular industry or specific business within an industry
for evaluation. We may not be able to negotiate a business combination on terms
favorable to the Company. We have not established a specific length of operating
history or a specified level of earnings, assets, net worth or other criteria
which it will require a target company to have achieved, or without which we
would not consider a business combination with such business entity.
Accordingly, we may enter into a business combination with a business entity
having no significant operating history, losses, limited or no potential for
immediate earnings, limited assets, negative net worth or other negative
characteristics.

OUR MANAGEMENT HAS ONLY LIMITED TIME AVAILABILITY FOR COMPANY MANAGEMENT. While
seeking a business combination, management anticipates devoting only a limited
amount of time per month to the business of the Company. They have other
business interests to which they also devote their attention, and they will
continue to do so. As a result, management may be subject to conflicts of
interest in allocating time among their various business interests. Our officers
have not entered into written employment agreements with the Company and they
are not expected to do so in the foreseeable future. We have not obtained key
man life insurance on our officers and directors. Notwithstanding the combined
limited experience and time commitment of management, loss of the services of
these individuals would adversely affect development of our business and its
likelihood of continuing operations.

                                       5
<PAGE>

OUR REPORTING REQUIREMENTS MAY DELAY OR PRECLUDE ACQUISITION. Section 13 of the
Securities Exchange Act of 1934 (the "Exchange Act") requires companies subject
thereto to provide certain information about significant acquisitions including
certified statements for the company acquired covering one or two years,
depending on the relative size of the acquisition. The time and additional costs
that may be incurred by some target companies to prepare such financial
statements may significantly delay or essentially preclude consummation of an
otherwise desirable acquisition by the Company. Acquisition prospects that do
not have or are unable to obtain the required audited statements may not be
appropriate for acquisition so long as the reporting requirements of the
Exchange Act are applicable.

OUR OPERATIONS MAY LACK DIVERSIFICATION. Our proposed operations, even if
successful, will in all likelihood result our engaging in a business combination
with only a handful of business entities or execute a business plan in only a
few business industries. Consequently, our activities will be limited to those
engaged in by the business entities that we merge with or acquire. Our inability
to diversify our activities into a number of areas may subject us to economic
fluctuations within a particular business or industry and therefore increase the
risks associated with our operations.

POSSIBLE REGULATION UNDER THE INVESTMENT COMPANY ACT. Although we will be
subject to regulation under the Exchange Act, we believe that we will not be
subject to regulation under the Investment Company Act of 1940, insofar as we
will not be engaged in the business of investing or trading in securities. If we
engage in business combinations which result in our holding passive investment
interests in a number of entities, we could be subject to regulation under the
Investment Company Act of 1940. In such event, we would be required to register
as an investment company and could be expected to incur significant registration
and compliance costs. We have obtained no formal determination from the
Securities and Exchange Commission as to our status under the Investment Company
Act of 1940 and, consequently, any violation of such Act could subject us to
material adverse consequences.

CONTROL AND MANAGEMENT OF THE COMPANY WILL PROBABLY CHANGE AS A RESULT OF ANY
BUSINESS COMBINATION. A business combination involving the issuance of our
common stock will, in all likelihood, result in the shareholders of a target
company obtaining a controlling interest in the Company. The resulting change in
control of the Company will likely result in removal of our present officers and
directors and a corresponding reduction in or elimination of their participation
in the future affairs of the Company.

POTENTIAL REGULATION AS A PENNY STOCK. If and when our stock becomes publicly
traded, the trading price of our stock may result in our stock being classified
as a "penny stock." The Securities and Exchange Commission has adopted a number
of rules to regulate penny stocks. A penny stock is any equity security that has
a market price of less than $5.00 per share or with an exercise price of less
than $5.00 per share, subject to certain exceptions. Such rules include Rules
3a51-1, 15g-1, 15g-2, 15g-3, 15g-4, 15g-5, 15g-6 and 15g-7 under the Securities
and Exchange Act of 1934, as amended. The rules may further affect the ability
of owners of our shares to sell their securities in any market that may develop
for them. Shareholders should be aware that, according to the Securities and
Exchange Commission Release No. 34-29093, the market for penny stocks has


                                       6
<PAGE>

suffered in recent years from patterns of fraud and abuse. Such patterns
include:

     o   control of the market for the security by one or a few broker-dealers
         that are often related to the promoter or issuer;

     o   manipulation of prices through prearranged matching of purchases and
         sales and false and misleading press releases;

     o   "boiler room" practices involving high pressure sales tactics and
         unrealistic price projections by inexperienced sales persons;

     o   excessive and undisclosed bid-ask differentials and markups by selling
         broker-dealers; and

     o   the wholesale dumping of the same securities by promoters and
         broker-dealers after prices have been manipulated to a desired level,
         along with the inevitable collapse of those prices with consequent
         investor losses.

THERE ARE POTENTIAL TAX CONSEQUENCES TO ANY BUSINESS COMBINATION. Federal and
state tax consequences will, in all likelihood, be major considerations in any
business combination the Company may undertake. Currently, such transactions may
be structured to result in tax-free treatment to both companies and their
shareholders, pursuant to various federal and state tax provisions. We will
attempt to structure any business combination so as to minimize the federal and
state consequences to both companies and their shareholders; however, there can
be no assurance that a business combination will meet the statutory requirements
of a tax-free reorganization or that the parties will obtain the intended
tax-free treatment upon transfer of stock or assets. A non-qualifying
reorganization could result in the imposition of both federal and state taxes
that may have an adverse effect on shareholders of the Company.

NO PUBLIC MARKET EXISTS FOR OUR STOCK. There is no public market for our Common
Stock, and no assurance can be given that a market will develop or that a
shareholder ever will be able to liquidate his investment without considerable
delay, if at all. If a market should develop, the price may be highly volatile.
Factors such as those discussed in this "Risk Factors" section may have a
significant impact upon the market price of the securities offered hereby. Owing
to the low price of the securities, many brokerage firms may not be willing to
effect transactions in the securities. Even if a purchaser finds a broker
willing to effect a transaction in these securities, the combination of
brokerage commissions, state transfer taxes, if any, and any other selling costs
may exceed the selling price. Further, many lending institutions will not permit
the use of such securities as collateral for any loans.

RULE 144 SALES COULD AFFECT THE COMPANY'S STOCK PRICE. All of the outstanding
shares of the Company's Common Stock are "restricted securities" within the
meaning of Rule 144 under the Securities Act of 1933, as amended. As restricted
shares, these shares may be resold only pursuant to an effective registration
statement or under the requirements of Rule 144 or other applicable exemptions
from registration under the Act and as required under applicable state
securities laws. Rule 144 provides in essence that a person who has held
restricted securities for one year may, under certain conditions, sell every


                                       7
<PAGE>

three months, in brokerage transactions, a number of shares that does not exceed
the greater of 1.0% of company's outstanding common stock or the average weekly
trading volume during the four calender weeks prior to the sale. There is no
limit on the amount of restricted securities that may be sold by a nonaffiliate
after the restricted securities have been held by the owner for a period of two
years. A sale under Rule 144 or under any other exemption from the Act, if
available, or pursuant to subsequent registration of shares of Common Stock of
present stockholders, may have a depressive effect upon the price of the Common
Stock in any market that may develop.

Item 7.  Financial Statements

Financial statements and supplementary data are set forth on pages F-1 through
F-9.

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

There have been no disagreements with Accountants on Accounting and Financial
Disclosure during the period covered by this report.

Item 8A. Controls and Procedures.

The Company maintains disclosure controls and procedures that are designed to
ensure that information required to be disclosed in the Company's Exchange Act
reports is recorded, processed, summarized and reported within the time frames
specified in the SEC's rules and forms, and that such information is accumulated
and communicated to the Company's management, including its Chief Executive
Officer and its principal financial officer, to allow timely decisions regarding
required disclosure based closely on the definition of "disclosure controls and
procedures in Rule 13a-14(c). In designing and evaluating the disclosure
controls and procedures, management recognized that any controls and procedures,
no matter how well designed and operated, can provide only reasonable assurance
of achieving the desired control, objectives and management necessarily was
required to apply its judgment in evaluating the cost-benefit relationship of
possible controls and procedures.

Within 90 days prior to the end of the period covered by this report, the
Company carried out an evaluation, under the supervision and within the
participation of the Company's management, including the Company's Chief
Executive Officer and principal financial officer, of the effectiveness of the
design and operation of the Company's disclosure controls and procedures. Based
on the foregoing, the Company's Chief Executive Officer and principal financial
officer concluded that the Company's disclosure controls and procedures were
effective.

There have been no significant changes in the Company's internal controls or in
other factors that could significantly affect the internal controls subsequent
to the date the Company completed its evaluation.

                                       8
<PAGE>

PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons

The executive officers and directors of the Company are listed below. Each
director was appointed for a term of one year and until their successor is duly
elected.

                Name               Age     Position Held with Registrant
                ----               ---     -----------------------------
           Michael Posner          44      President, Director
           Bradford L. Tolley      40      Chief Executive Officer, Secretary
                                           and Treasurer, Director

Michael Posner has been President of the Company since August 2001. Mr. Posner
is a practicing attorney and has been a shareholder in the law firm of Ward,
Damon, & Posner 1989.

Bradford L. Tolley has been Chief Executive Officer, Secretary and Treasurer of
the Company since August 2001. Mr. Tolley is currently President of Tolley
Investments, Inc., a privately held company.

Audit Committee and Code of Ethics

We have not formally appointed an audit committee, and the entire Board of
Directors currently serves the function of an audit committee. Because of the
small number of persons involved in management of the Company, we do not have an
audit committee financial expert serving on our Board. We have not yet adopted a
code of ethics applicable to our chief executive officer and chief financial
officer, or persons performing those functions, because of the small number of
persons involved in management of the Company.

Section 16(a) Beneficial Ownership Reporting Compliance

Control persons, including all directors and executive officers, of our Company
are required by Section 16(a) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), to report to the SEC their transactions in, and beneficial
ownership of, the Company's common stock, including any grants of options to
purchase common stock. To the best of the Company's knowledge, the Company's
directors and executive officers timely filed all required reports with the SEC
during the period covered by this report.

Item 10. Executive Compensation

None of our officers or directors have received any compensation from the
Company during the past three years.

Item 11. Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information with respect to the number of shares
of the Company's Common Stock that will be beneficially owned by (i) each
executive officer of the Company, (ii) each director of the Company and (iii)
each shareholder of the Company who owns more than 5% of the Company's Common
Stock as of November 30, 2004. Each of the shareholders listed below has voting
and investment power over the shares beneficially owned. As of November 30,
2004, there were issued and outstanding 11,746,000 shares of the Company's
common stock.

                                       9
<PAGE>

Name and address of                        Shares                     Percent
Beneficial Owner                     Beneficially Owned               of Class
-------------------                  ------------------               --------

Bradford L. Tolley                       15,000,000                     82.1%
326 B Royal Poinciana Way
Palm Beach, FL 33480

Michael Posner                              250,000                      1.4%
4420 Beacon Circle
West Palm Beach, FL 33407

Lang Family Trust                         2,000,000                     10.9%
326 B Royal Poinciana Way
Palm Beach, FL 33480


All Officers and Directors               15,250,000                     83.5%
as a group (2 persons)

Equity Compensation Plans

We have not adopted any equity compensation plans, and have no securities
authorized for issuance under any such plan.

Item 12. Certain Relationships and Related Party Transactions

Bradford L. Tolley and/or entities controlled by him have lent us money from
time to time in order to fund our operations. The total amount we owed to Mr.
Tolley and/or his affiliates was approximately $40,000 as of November 30, 2004.

Item 13. Exhibits and Reports on Form 8-K

(a)      Exhibit Index

3.1      Certificate of Incorporation and Amendment to the Company's Certificate
         of Incorporation (filed as an Exhibit to the Company's Registration
         Statement on Form 10-SB filed December 5, 2000 and incorporated herein
         by this reference).

3.2      Amendment to the Company's Certificate of Incorporation filed with the
         Florida Secretary of State on October 29, 2001 (filed as an Exhibit to
         Form 8-K filed November 20, 2001 and incorporated herein by this
         reference).

3.3      Bylaws (filed as an Exhibit to Company's registration statement on Form
         10-SB filed December 5, 2000 and incorporated herein by this
         reference).

31.1     Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer

31.2     Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer

32       Section 1350 Certifications

(b)      Reports on Form 8-K.

The Company filed no reports on Form 8-K during the fiscal year ended November
30, 2004.

                                       10
<PAGE>

Item 14. Principal Accountant Fees and Services.

AUDIT FEES.

The aggregate fees billed to the Company for professional services rendered for
the audit of the Company's annual financial statements, review of the Company's
quarterly financial statements, and other services normally provided in
connection with statutory and regulatory filings or engagements was $3,000 for
the fiscal year ended November 30, 2003, and $3,000 for the fiscal year ended
November 30, 2004.



                                       11
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

Real Logic, Inc.


Date:   July 26, 2005                       By:      /s/ Bradford L. Tolley
                                                     ----------------------
                                                     Bradford L. Tolley
                                                     Chief Executive Officer

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

By: /s/ Bradford L. Tolley
--------------------------
Bradford L. Tolley,
Director, Chief Executive Officer and
Treasurer (principal financial officer)
Date: July 26, 2005

By: /s/Michael Posner
---------------------
Michael Posner, Director
Date: July 26, 2005


                                       12
<PAGE>
                          INDEX TO FINANCIAL STATEMENTS



Independent Auditors' Report                                          F-2

Consolidated Balance Sheets                                           F-3

Consolidated Statements of Operations                                 F-4

Consolidated Statements of Stockholders' Equity                       F-5

Consolidated Statements of Cash Flows                                 F-6

Notes to Consolidated Financial Statements                          F-7-9

                                      F-1
<PAGE>

                              BAUM & COMPANY, P.A.
                          1515 UNIVERSITY DR. SUITE 209
                             CORAL SPRINGS FL 33071

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors
Real Logic Inc.
(A Development Stage Company)
Palm Beach, Florida

We have audited the accompanying balance sheet of Real Logic Inc. (a development
stage company) as of November 30, 2004 and the related statements of operations,
stockholders' deficiency and cash flows for the years ended November 30, 2004
and 2003. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on the financial
statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Real Logic Inc (a development
stage company) as of November 30, 2004 and the results of its operations and its
cash flows for the years ended November 30, 2004 and 2003. in conformity with
United States generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 6 to the
financial statements the Company has experience a loss since inception in 1999.
The Company's financial position and operating results raise substantial doubts
about its ability to continue a going concern.. Management's plans concerning
these matters are also described in Note 6. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.



Coral Springs, Florida
July 22, 2005

                                      F-2
<PAGE>

                                REAL LOGIC, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                  BALANCE SHEET
                                NOVEMBER 30, 2004

                             ASSETS
CURRENT ASSETS
   Cash                                                            $       0
                                                                   ---------

            Total current assets                                           0
                                                                   ---------

Total Assets                                                       $       0
                                                                   =========

           LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
    Accounts payable                                               $   4,500
    Loans payable- related parties                                    85,235
                                                                   ---------

            Total current liabilities                                 89,735
                                                                   ---------

Total Liabilities                                                     89,735
                                                                   ---------

STOCKHOLDERS' EQUITY (DEFICIT)
    Preferred  stock, $0. 001 par value,
    20,000,000 shares authorized;
    none  issued and outstanding                                           0
    Common stock, $0. 001 par value,
    50,000,000 shares authorized;
    18,271,000 shares issued and outstanding                          18,271
    Additional paid in capital                                        30,100
    Deficit accumulated during the development stage                (138,106)
                                                                   ---------

            Total stockholders' equity (deficit)                     (89,735)
                                                                   ---------

Total Liabilities and Stockholders' Equity (Deficit)               $       0
                                                                   =========

     The accompanying notes are an integral part of the financial statements

                                      F-3
<PAGE>

                                REAL LOGIC, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                             STATEMENT OF OPERATIONS
               FOR THE YEARS ENDED NOVEMBER 30, 2004 AND 2003 AND
       FOR THE PERIOD FROM JUNE 28, 1999, (INCEPTION) TO NOVEMBER 30, 2004
<TABLE>
<CAPTION>
                                                        FOR THE PERIOD
                                                         JUNE 28, 1999              YEAR  ENDED
                                                        (INCEPTION) TO              NOVEMBER 30
                                                          NOVEMBER 30      -----------------------------
                                                             2004               2004            2003
                                                         ------------      ------------     ------------
<S>                                                      <C>               <C>              <C>
REVENUES                                                 $          0      $          0     $          0

OPERATING EXPENSES                                            138,106                 0           30,359
                                                         ------------      ------------     ------------

Loss before provision for income taxes                       (138,106)                0          (30,359)
Income taxes                                                      -0-               -0-              -0-
                                                         ------------      ------------     ------------

Net income (loss)                                        $   (138,106)     $          0     $    (30,359)
                                                         ============      ============     ============

Net income (loss) per common share, basic                                  $       0.00     $       0.00
                                                                           ============     ============

Weighted average number of common shares outstanding                         18,271,000       15,689,681
                                                                           ============     ============
</TABLE>

     The accompanying notes are an integral part of the financial statements

                                      F-4
<PAGE>

                                REAL LOGIC, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   STATEMENT OF STOCKHOLDERS EQUITY (DEFICIT)
<TABLE>
<CAPTION>
                                             NUMBER                      ADDITIONAL                          TOTAL
                                              OF            COMMON        PAID-IN        ACCUMULATED     STOCKHOLDERS'
                                             SHARES          STOCK        CAPITAL          DEFICIT      EQUITY (DEFICIT)
                                           ----------     ----------     ----------      -----------    ----------------
<S>                                        <C>            <C>            <C>             <C>             <C>
BEGINNING BALANCE Feb. 28, 1999                     0     $        0     $        0      $        0      $        0

Issuance of common stock                    2,000,000            200              0               0             200
Net loss -November 30, 1999                         0              0              0               0               0
                                           ----------     ----------     ----------      ----------      ----------

BALANCE  November  30, 1999                 2,000,000            200              0               0             200

Net loss- November 30, 2000                         0              0              0               0               0
                                           ----------     ----------     ----------      ----------      ----------

BALANCE  November 30, 2000                  2,000,000            200              0               0             200

Revise common stock par value to $.001              0          1,800         (1,800)              0               0
Net loss- November 30, 2001                         0              0              0            (200)           (200)
                                           ----------     ----------     ----------      ----------      ----------

BALANCE November 30, 2001                   2,000,000          2,000         (1,800)           (200)              0

Common stock sold                           9,446,000          9,446         31,900               0          41,346
Common stock issued for services              300,000            300              0               0             300

Net loss- November 30, 2002                         0              0              0        (107,547)       (107,547)
                                           ----------     ----------     ----------      ----------      ----------

BALANCE, November 30, 2002                 11,746,000         11,746         30,100        (107,747)        (65,901)

Common stock sold                           6,525,000          6,525              0               0           6,525

Net loss- November 30, 2003                         0              0              0         (30,359)        (30,359)
                                           ----------     ----------     ----------      ----------      ----------

BALANCE, November 30, 2003                 18,271,000         18,271         30,100        (138,106)        (89,735)
Net loss- November 30, 2004                         0              0              0               0               0
                                           ----------     ----------     ----------      ----------      ----------

BALANCE, November 30, 2004                 18,271,000     $   18,271     $   30,100      ($ 138,106)     ($  89,735)
                                           ==========     ==========     ==========      ==========      ==========
</TABLE>

     The accompanying notes are an integral part of the financial statements

                                      F-5
<PAGE>

                                REAL LOGIC, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                             STATEMENT OF CASH FLOWS
               FOR THE YEARS ENDED NOVEMBER 30, 2004 AND 2003 AND
       FOR THE PERIOD FROM JUNE 28, 1999, (INCEPTION) TO NOVEMBER 31, 2004
<TABLE>
<CAPTION>
                                                        FOR THE PERIOD
                                                            FEB 3                   YEAR  ENDED
                                                        (INCEPTION) TO              NOVEMBER 30
                                                          NOVEMBER 30      -----------------------------
                                                             2004               2004            2003
                                                         ------------      ------------     ------------
<S>                                                      <C>               <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)                                        $(138,106)        $        0       $(30,359)
Adjustments to reconcile net income
to net cash provided by operating activities:
 Stock based compensation                                      300                  0              0
Changes in operating assets and liabilities:
    Increase (decrease) in accounts payable                  4,500                  0          4,500
    Increase (decrease) in accrued
     expenses-related party                                      0                  0         (4,000)
                                                         ---------         ----------       --------

Net cash provided (used) by operating activities          (133,306)                 0        (29,859)
                                                         ---------         ----------       --------

CASH FLOWS FROM INVESTING ACTIVITIES:

Net cash provided (used) by investing activities
                                                         ---------         ----------       --------

CASH FLOWS FROM FINANCING ACTIVITIES:
 Loans Payable- related parties                             91,760                  0          9,213
 Proceeds from common stock                                 41,546                  0              0
                                                         ---------         ----------       --------

Net cash provided (used) by financing activities           133,306                  0          9,213
                                                         ---------         ----------       --------

Net increase (decrease) in cash                                  0                  0        (20,646)

CASH and equivalents, beginning of period                        0                  0         20,646
                                                         ---------         ----------       --------
CASH and equivalents, end of period                      $       0         $        0       $      0
                                                         =========         ==========       ========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Payment of taxes                                         $       0         $        0       $      0
                                                         =========         ==========       ========
Payment of interest in cash                              $       0         $        0       $      0
                                                         =========         ==========       ========
</TABLE>

     The accompanying notes are an integral part of the financial statements

                                      F-6
<PAGE>

                                REAL LOGIC, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                NOVEMBER 30, 2004

NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES ORGANIZATION AND OPERATIONS

The Company was organized under the laws of the State of Florida on June 28,
1999.

The Company is in the development stage. The Company is a "shell" whose sole
purpose is to locate and consummate a reverse merger or reverse acquisition with
an unidentified private entity. On October 29, 2002, the Company has changed its
corporate name from Xelos, Inc. to Real Logic, Inc.

         BASIS OF ACCOUNTING

The Company's policy is to prepare its financial statements using the accrual
basis of accounting in accordance with generally accepted accounting principles.
The Company has elected November 30 as its annual year-end.

         USE OF ESTIMATES

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

         CASH AND EQUIVALENT

Cash and cash equivalents include cash and cash in banks. The Company maintains
cash and cash equivalent balances at a financial institution that is insured by
the Federal Deposit Insurance Corporation up to $100,000.

         ORGANIZATION COSTS

The Company has incurred various expenditures in the formation of its corporate
and organizational structure. In accordance with SOP98-5 these costs were
expensed as incurred.

         REVENUE RECOGNITION

The Company will recognize revenue upon completion of its services to be
rendered or delivery of products to its customers. The Company has not generated
revenues since inception

                                      F-7
<PAGE>

                                REAL LOGIC, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                NOVEMBER 30, 2004

NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         DEVELOPMENT STAGE

The Company is in its development stage. The Company since inception has not
commenced its operations, nor has generated sufficient working capital to pursue
its business objectives. The accumulated deficit during its development stage is
approximately $ 138,000

         NET EARNINGS (LOSSES) PER SHARE

The Company reports its net earnings (losses) per share in accordance with SFAS
No. 128 "Earnings Per Share". Basic net earnings (losses) per share is computed
by dividing net income (loss) available to common stockholders by the weighted
averaged number of common shares outstanding. Diluted earnings (losses) per
share is computed similar to basic earnings (losses) per share except that the
denominator is increased to include the number of additional common shares that
would have been outstanding. As of November 30, 2004, there are no outstanding
stock options or stock warrants that would have affected the computation.

NOTE 2 - INCOME TAX

In February 1992, the Financial Standards Board issued Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes." Under SFAS No. 109,
deferred assets and liabilities are recognized for the estimated future tax
consequences between the financial statement carrying amounts of the existing
assets and their respective basis.

Deferred assets and liabilities are measured using enacted tax rates in effect
for the year in which temporary differences are expected to be recovered or
settled. Under SFAS No. 109, the effect on deferred assets and liabilities of a
change in tax rates is recognized in the period that includes the enactment
date.

                                                    Year ending
                                     ----------------------------------------

                                      November 30, 2004     November 30, 2003
                                     ------------------     -----------------
Statutory federal income tax rate           34%                    34%
Valuation allowance                        (34)                   (34)
Effective tax rate                           -%                     -%

The Company has a net operating loss carry forward as of November 30, 2004 of
approximately $138,000 which is offset by a 100% valuation allowance due to the
uncertainty surrounding the ultimate realization of these assets. The loss
carry-forward expires progressively in 15 years from 2001.

                                      F-8
<PAGE>

                                REAL LOGIC, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                NOVEMBER 30, 2004

NOTE 3 - RELATED PARTY TRANSACTIONS

A related party has been reimbursed $11,500 for rent and office expenditures
made on behalf of the company during the year ended November 30, 2003.

NOTE 4-  LOANS PAYABLE RELATED PARTIES

Reflects advances from major stockholders, non interest bearing with no due
date.

NOTE 5   CAPITAL TRANSACTIONS

On August 29, 2002, the par value of common stock was changed to $.001. During
the year the company sold 8,846,000 shares of common stock at par value for
$8,846 and 600,000 shares of common stock for $32,700. The company issued
300,000 shares for services valued at $300. In February 2003, the company issued
6,525,000 shares of common stock at par value for $6,525 of prior advances.

NOTE 6 - GOING CONCERN

As shown in the accompanying financial statements, the Company incurred
substantial net losses for the period February 3, 1999 to November 30, 2004.
There is no guarantee whether the Company will be able to generate enough
revenue and/or raise capital to support those operations. This raises
substantial doubt about the Company's ability to continue as a going concern.

Management also states that they are confident that they can improve operations
and raise the appropriate funds to grow their underlying business and acquire
other businesses.

The financial statements do not include any adjustments that might result from
the outcome of these uncertainties.

NOTE 7 - NEW ACCOUNTING PRONOUNCEMENTS

In November 2004, the FASB issued Statement of Financial Accounting Standards
(SFAS) No. 151, Inventory Costs, which clarifies the accounting for abnormal
amounts of idle facility expense, freight, handling costs, and wasted material.
SFAS No. 151 will be effective for inventory costs incurred during fiscal years
beginning after June 15, 2005. We do not believe the adoption of SFAS No. 151
will have a material impact on our financial statements.

In December 2004, the FASB issued SFAS No. 153, Exchanges of Nonmonetary Assets,
which eliminates the exception for nonmonetary exchanges of similar productive
assets and replaces it with a general exception for exchanges of nonmonetary
assets that do not have commercial substance. SFAS No. 153 will be effective for
nonmonetary asset exchanges occurring in fiscal periods beginning after June 15,
2005. We do not believe the adoption of SFAS No. 153 will have a material impact
on our financial statements.

In December 2004, the FASB issued SFAS No. 123(R)), Share-Based Payment, which
establishes standards for transactions in which an entity exchanges its equity
instruments for goods or services. This standard requires a public entity to
measure the cost of employee services received in exchange for an award of
equity instruments based on the grant-date fair value of the award. This
eliminates the exception to account for such awards using the intrinsic method
previously allowable under APB Opinion No. 25. SFAS No. 123 (R) will be
effective for interim or annual reporting periods beginning on or after June 15,
2005. We previously adopted the fair value recognition provisions of SFAS No.
123, Accounting for Stock-Based Compensation, on July 1, 2003 and have accounted
for all awards granted to employees in recent years using the fair value
recognition method.. Accordingly we believe SFAS No. 123(R) may have a material
impact on financial statements at such time as options are issued.

                                      F-9