SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-KSB
(Mark One)

X ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
-
                  For the fiscal year ended September 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: 00-32903

                                DERMISONICS, INC.
                 (Name of small business issuer in its charter)


                   Nevada                            98-0233859
                   ------                            ----------
        (State or other jurisdiction of           (I.R.S. Employer
        incorporation or organization)           Identification No.)

Four Tower Bridge, 200 Bar Harbor Drive,
West Conshohocken, Pennsylvania                               19428-2977
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(Address of principal executive offices)                      (Zip code)

Issuer's telephone number, including area code:  610-941-2780

Securities registered under Section 12(b) of the Exchange Act:  None

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

                    Common Stock, par value $0.001 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.   X Yes     No
                                                           ---     ---

Check  if there is no disclosure of delinquent filers in response to Item 405 of
Regulation  S-B  is  not  contained  in  this  form,  and  no disclosure will be
contained,  to  the  best  of  registrant's  knowledge,  in  definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or  any  amendment  to  this  Form  10-KSB.   X
                                            -----

State the issuer's revenues for its most recent fiscal year: $0

State the aggregate market value of the voting and non-voting common equity held
by  non-affiliates computed by reference to the price at which the common equity
was  sold,  or  the  average  bid and asked price of such common equity, as of a
specified  date  within  the past 60 days.  (See definition of affiliate in Rule
12b-2 of the Exchange Act.): $23,000,000 as of January 7, 2005.

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 26,177,222 as of January 7, 2005.

                       DOCUMENTS INCORPORATED BY REFERENCE

None.

Transitional  Small Business Disclosure Format (Check one):     Yes  X No
                                                             ---    ---


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                                     PART I

ITEM  1.  DESCRIPTION  OF  BUSINESS

DECLARATION OF STOCK DIVIDEND.

     On January 4, 2005, Dermisonics, Inc. ("we", "us", "our" or the "Company")
declared a dividend on the class of common stock payable to holders of record as
of January 14, 2005 (the "Record Date").  Each share of common stock outstanding
on the Record Date will receive a dividend equal to one half of one share of
common stock.  The dividend shares will be issued, in the case of freely
tradable shares, without restriction, and, in the case of restricted shares, as
restricted securities having transfer restrictions identical to the common stock
held of as the Record Date.  The payment date of the dividend is January 18,
2005.  The Company will issue an aggregate of 13,088,611 shares of common stock
as a dividend.

OVERVIEW.

     On July 28, 2004, Dermisonics, Inc. (formerly Second Stage Ventures, Inc.)
entered into an Asset Purchase Agreement ("Purchase Agreement") with
Encapsulation Systems, Inc. and its wholly owned subsidiary, Echo RX, Inc.
(collectively, "ESI"), pursuant to which we acquired certain intellectual
property encompassing patents pending filed with the United States Patent and
Trademark Office and other proprietary technology and information which cover a
new type of non-invasive drug delivery system more commonly known as a
transdermal patch.

     Also on July 28, 2004, we sold certain assets relating to our
easytrivia.com business to a former director of the Company who developed that
business concept.

ASSET PURCHASE.

     Pursuant to the Purchase Agreement, we acquired from ESI all of its right,
title and interest in and to all intellectual property relating to a device and
process allowing for the non-invasive delivery of large molecule drugs through a
proprietary transdermal patch.  These assets comprise patents pending filed with
the United States Patent and Trademark Office and several other jurisdictions,
including the European Community, and other proprietary technology and
information (the "Intellectual Property").  We paid an aggregate purchase price
for the Intellectual Property of $19,448,594 payable as follows:

     -    $2,500,000 in cash, $500,000 of which has been paid to date,
          $1,000,000 of which is payable in four installments during 2005, and
          $1,000,000 of which is payable in four installments during 2006, all
          evidenced by a promissory note in the principal amount of $1,826,734,
          bearing no stated interest but using an imputed interest rate of
          6.25%;
     -    assumption of an ESI note payable in the principal amount of $81,860,
          payable with interest at the rate of 16.25% in equal monthly
          installments of $2,714;
     -    the issuance of 12,000,000 shares of our Common Stock (the "ESI
          Shares") having an aggregate value of $17,040,000 (based upon the
          closing price of our common stock on the Over-the-Counter Bulletin
          Board on the closing date); and
     -    the payment of an annual royalty equal to 2.5% of gross revenues
          derived from the Intellectual Property to be paid for the life of all
          related patents, and any allowable regulatory extensions, or for 20
          years, whichever is longer.

     As of the date of the Purchase Agreement, ESI was an involuntary debtor
under Chapter 7 of the United States Bankruptcy Code, pending in the United
Stales Bankruptcy Court for the Eastern District of


<PAGE>
Pennsylvania (the "Bankruptcy Court").  The sale by ESI of the Intellectual
Property on the terms provided in the Purchase Agreement was made upon order of
the Bankruptcy Court issued on July 13, 2004 (the "Order").  Under the Order, we
are entitled to all of the protections provided to a good faith purchaser of
assets out of bankruptcy.  Moreover, all non-debtor parties to executory
contracts with ESI which were given adequate notice of the sale are forever
precluded from asserting against us any default under such contracts as of the
date of the Order and objecting to the sale of the Intellectual Property to the
Company.

     Under the Purchase Agreement, we delivered the ESI Shares to a third-party
escrow agent to hold the said shares in escrow and released therefrom as
follows:

     (A)  ESI is entitled to distribute a number of the ESI Shares as may be
          required in order to satisfy claims of non-affiliates of ESI, as
          provided in a plan of reorganization of ESI to be approved by the
          Bankruptcy Court.

     (B)  Commencing after July 28, 2005, one ESI Share shall be released to ESI
          for each dollar of gross revenue derived by the Company from the
          commercial exploitation of the Intellectual Property.

     (C)  On February 28, 2007 any remaining ESI Shares held in escrow shall be
          released to ESI.

     ESI is not entitled to vote the ESI Shares held in escrow on any matters
put to the Company's stockholders, except as to any proposed capital
reorganization or reclassification with respect to the Company's equity
securities, until they are released from escrow as described above.  While the
ESI Shares are held in escrow, the holders are entitled to participate in any
dividends or distributions made by the Company to all holders of Common Stock
and to any payment or distribution upon the liquidation or winding-up of the
Company.

     The promissory note we executed in favor of ESI provides that we shall pay
an aggregate of $2,000,000 in eight equal installments over two years (the "ESI
Note").  In the event of a default under the ESI Note, the entire amount then
owing will become due and payable immediately, together with all costs incurred
by ESI and reasonable attorneys' fee.  The following constitute events of
default under the Note: (i) if we fail to make any payment due within 30 days
after the date on which we receive notice of such failure, (ii) if we fail to
observe and perform any of the covenants or agreements on its part to be
observed or performed under the ESI Note or the Security Agreement (described
below), (iii) if we default under the terms of the Security Agreement, or (iv)
if we take steps that evince bankruptcy or liquidation.

     In order to fund the initial amount we were required to pay required under
the Purchase Agreement, we borrowed the principal sum of $500,000 from a third
party evidenced by a promissory note dated June 30, 2004 bearing interest at the
rate of 10% per annum, payable in full, with interest, on the earlier of the
date on which we closed the acquisition of the Intellectual Property or July 31,
2004.  By amendment dated as of July 28, 2004, the lender agreed to extend the
time in which to repay the note until September 15, 2004, in consideration of a
payment of $50,000.  The lender agreed to further extend the time in which to
repay the amount due under this promissory note through December 17, 2004.  In
consideration of granting the extension the Company agreed to pay a total of
$100,000 in extension fees and accrued interest and default interest after
December 1, 2004 of $605 per day until the promissory note is paid in full.

     We also executed a Patent Security Agreement in favor of ESI securing our
obligations under the Purchase Agreement and the ESI Note and granting to ESI a
security interest in and to the Intellectual


                                        3
<PAGE>
Property (the "Security Agreement").  Under the Security Agreement, if we commit
an act of default under the ESI Note or if we fail to pay the trailer fee within
30 days after we receive written notice from ESI of such failure, ESI shall have
the right to take back the Intellectual Property.  ESI's right to take back the
technology is evidenced by a Patent Assignment Agreement dated July 28, 2004.

     As further provided under the Purchase Agreement, we entered into an
employment agreement with Bruce K. Redding, Jr.  Mr. Redding is one of the
inventors of the technologies encompassing the Intellectual Property and the
author or co-author of the various patents pending transferred to the Company
under the Purchase Agreement.  The terms of Mr. Redding's employment agreement
are described under "ITEM 10.  EXECUTIVE COMPENSATION-Executive Compensation."

     As an adjunct to the Order and at the direction of the Bankruptcy Court, we
entered into a stipulation with ReactMed, Incorporated and ESI (the
"Stipulation"), which was the result of an objection by ReactMed to the sale of
the Intellectual Property which would affect its rights under an agreement
between ESI and ReactMed.  Pursuant to the Stipulation, the parties agreed that
ESI was in default under a joint development and license agreement with ReactMed
(the "ReactMed Agreement") in which ESI (i) agreed to jointly develop the
Intellectual Property with ReactMed for the purpose of commercializing the
Intellectual Property for certain military and Homeland defense uses, and (ii)
granted a license to ReactMed to sell products based upon the Intellectual
Property within the such area.   In the Stipulation, we agreed to assume some of
ESI's obligations under the ReactMed Agreement, including, providing ReactMed
with technical assistance in connection with its development of the Intellectual
Property as provided in the ReactMed Agreement, providing ReactMed with a sample
of our transducer array and certain other equipment specified under the ReactMed
Agreement for the purpose of testing components of the Intellectual Property,
and extending the term of ReactMed's license to sell the specified products
under such agreement to April 30, 2005.  ESI also agreed to transfer to ReactMed
a number of the shares of our Common Stock it received under the Purchase
Agreement equal to $150,000 (101,078 shares) and pay ReactMed $25,000.  In
December 2004, we agreed with ESI to pay $8,750 of the cash payment due ReactMed
and to issue 50,539 shares of our Common Stock to ESI, an amount equal to half
of the shares ESI transferred to ReactMed.

THE INTELLECTUAL PROPERTY.

Overview of Transdermal Technology.

     Transdermal systems deliver drugs through the skin into the bloodstream.
Medications delivered via skin patches avoid liver metabolism, a necessary
feature for drug molecules to metabolize easily, and allows for lower dosing of
medications.  There are two types of transdermal delivery systems: passive and
active.  In passive transdermal systems, the drug diffuses through the skin
where it can act locally or penetrate the capillaries for systemic effect.
Active patches require a physical force to facilitate the movement of drug
molecules across the skin.  By using an applied force (such as ultrasound or an
electrical current), active transdermal systems are capable of delivering
proteins and other large molecules.

     Existing "passive" patch technologies are subject to numerous obstacles to
the successful transmission of drugs transdermally, including the fact that the
size and shape of the pharmaceutical compound itself prevent it from physically
passing through the pore opening due to size limitations and lack of motivation
(push).  Passive patches have achieved commercial success because they provide a
slow, steady release and avoid the blood level peaks and valleys associated with
oral dosing.  However, we believe that their applications are limited to drug
compounds comprised of small molecules.  Passive drug delivery patches have
applications including smoking cessation (nicotine), birth control and hormone
replacement therapy (estradiol), and angina (nitroglycerine).


                                        4
<PAGE>
     By contrast, active transdermal drug delivery systems allow certain drugs
to be delivered through the skin many times faster than passive transdermal
patches.  Moreover, this technology may allow for the delivery of a wider
variety of drugs than existing passive transdermal technology and is
programmable to allow a variety of different dosing profiles.  For example,
active transdermal delivery can non-invasively duplicate the steady or periodic
delivery patterns of intravenous infusion.

Our Technology.

     Overview.

     The Intellectual Property we acquired encompasses a drug delivery system
incorporating a transdermal patch in combination with microelectronics and
ultrasonic technology.  Our technology represents an active transdermal drug
delivery process by which drugs can be transported through the skin by applying
a low-level ultrasonic wave.  This process differs significantly from passive
transdermal drug delivery that relies on the slow, steady diffusion of small
molecule drugs through skin.  The technology we are developing advances
transdermal drug delivery system technology by allowing for the non-invasive
delivery of macromolecular pharmaceutical formulations, i.e., drugs constituted
from large molecules.  We expect devices incorporating our technology to utilize
sub-miniature, high-powered ultrasonic devices, coupled with a modified
transdermal patch.

     We believe that this platform technology can be used to non-invasively
administer approximately 175 existing drugs that cannot presently be effectively
delivered through the pores of the skin using existing passive transdermal
technology due to their large molecular size.  We believe the control and
convenience enabled by our technology has the potential to:

     -     improve therapeutic outcomes;
     -     reduce side-effects;
     -     increase patient compliance; and
     -     improve overall cost-effectiveness of drug therapies.

     Our drug delivery technology constitutes a "medical device" as defined by
the United States Food and Drug Administration ("FDA") and is subject to FDA
approval prior to public distribution.   As yet the device has not been approved
by the FDA and is subject to significant clinical trials on human beings, a
procedure that could encompass several years and may never result in approval of
the device for use on human beings. To date, we have conducted only limited
laboratory tests of the technology for the purposes of determining the viability
and efficacy of the scientific theories and technologies embodied in the
technology.  We also have performed limited testing of the abstract facets of
the technology on humans and animals but do not possess sufficient information
to support an application to the FDA.  We have not yet constructed a prototype
of the device utilizing the miniature technology to be incorporated into the
product we hope to offer commercially.

     Management expects initially to focus on and pursue regulatory approval for
the transdermal delivery of insulin for diabetics utilizing our device.  In
management's estimation, this field not only represents a potentially large
market for the device but also is an area in which users could obtain relief
from the significant pain and discomfort experienced as they continually monitor
their condition by testing blood samples they must obtain by pricking their skin
several times a day and then injecting themselves with insulin.

     What our Technology Does.


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     Our technology utilizes a transdermal patch with an attached ultrasonic
device that we expect will overcome the limitations of passive patch technology.
The device is designed to generate ultrasonic transmissions of variable
intensity and frequency which are transmitted through a modified transdermal
patch.  In theory, the ultrasound will dilate the skin's pores, which allows for
the delivery of pharmaceutical compounds composed of large molecules and is
expected to increase the absorption of the drug through the skin.  The device
will be programmable to deliver a prescribed amount of active pharmaceutical
agents on a programmed drug delivery regimen which can be customized for each
patient.  The projected portability of this drug delivery system, in contrast to
other clinical systems employing ultrasound devices which are fixed in place,
can improve the quality of life for many patients with chronic diseases.
Moreover, we have designed the system to be programmable, which will provide
more flexibility and control over an individual patient's dosing needs.

     Our proprietary drug delivery technology offers the potential to expand the
applications for transdermal patches to a broader array of drugs across a wider
variety of therapeutic indications.  We believe that our active ultrasonic
transdermal drug delivery system will retain the advantages of passive patches
in that it will be comfortable, non-invasive, easy to use, and convenient.  In
addition, our transdermal delivery system is being designed to be precise,
controllable and programmable because the drug will be delivered only when the
device is activated.  We believe that these are distinct advantages for the
administration of many drugs where achieving optimal blood levels will greatly
improve therapeutic outcomes as well as reduce or eliminate side effects.  These
features also improve overall cost-effectiveness of drug therapies.

     The ultrasonic waves produced by our device will force (push) the drug
either through a user's hair follicles or sweat pores.  Ultrasonic waves will be
used to enlarge the skin's pathway and then to drive the drug through the
opening.  Mechanically, the drug follows the hair follicles to the bloodstream
(equivalent of a near intravenous injection) or the sweat pores to the fatty
tissue (equivalent of a sub-coetaneous injection).

     We believe that existing conventional ultrasound and other active
transdermal technology therapies are ineffective at pore expansion and can cause
damage to drug formulations and skin irritation, discoloration and damage.   Our
limited clinical testing of the technology supports our belief that the
ultrasonic transmission methodology we will incorporate into our device reduces
the thermal effects of ultrasound without damaging the target drug or the skin
of the patient.  Volunteers report an inability to sense or hear the sonic
transmission.

Hardware.

     To date, product research has focused on creating the hardware required to
construct a small, wearable, lightweight insulin delivery system that is durable
enough to be worn on a patient's arm on a full-time basis.  The inventors of the
technology expect that the application of the technology could extend beyond
insulin and serve as a platform for the delivery of a myriad of existing drugs
that cannot be delivered utilizing current passive transdermal technology.

     We have not yet fabricated a device incorporating the miniaturized
technology which we propose to utilize in the product we expect to submit to the
FDA for approval.  Management believes that the miniaturized hardware, circuitry
and power source (battery) we will require to produce a comfortable, wearable,
and effective device as described in our patent applications is commercially
available.  Accordingly, once the efficacy of the theories underlying our
technology is proven to our satisfaction, we believe that we will be able to
employ off-the-shelf components in the development of a final product.


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<PAGE>
     The hardware elements we will seek to incorporate into our transdermal drug
delivery device encompass an ultrasonic applicator, a flat transducer, and a
modified patch.

     The ultrasonic applicator will consist of a device that generates
ultrasonic transmissions and a keypad to operate and control the dosage level
and frequency.  The dose controller will contain a miniature battery and
circuitry that precisely control the rate, dosage, and pattern of drug delivery
through the skin.  The user or his physician will be able to program the unit to
provide for multiple dosage levels so that, for example, in the case of
diabetics, the device could be programmed to deliver additional insulin during
mealtime.  A large display will provide a message center which will allow the
wearer to see existing device settings and reprogram the device as necessary and
prescribed by his physician.  The patient or his physician will be able to
program the unit manually, but the device will be fitted with a radio frequency
receiver, which will allow for radio signals to be received from a remote sensor
device to automatically adjust the device to the patient's needs in real time,
minimizing patient interaction.

     The ultrasonic applicator unit will record the dose delivered and store the
information in memory for 60 days.  It will be capable of downloading, via
modem, a dose report to the physician to enable individualized dose tracking and
individualized dose management.  We expect to utilize a mini-transducer to
produce ultrasonic signals with sufficient intensity to transverse the patch
using minimal power.

     A flat transducer will generate the alternating ultrasonic waveform effect
necessary to enlarge the pores of the skin and also drive or push the medication
through the patch into the skin's pores, in what can be referred to as an
"active" transdermal delivery system.   Our transducer will emit an ultrasonic
transmission that enlarges the pores of the skin without damaging the
pharmaceutical preparation being delivered, one of the primary deficiencies of
existing ultrasonic patch technology.  The modified transducer system is
designed to deliver a prescribed dose of medicine on demand as a result of the
ultrasonic excitation of the patient's skin.  The device delivers the drug in an
array which enables sequencing upon the skin and prevents over-exerting one skin
transport site. Alternatively, the transducers in the array can be operated in
tandem increasing the dose quantity through the patient's skin.  We expect that
our transducers will be battery powered.

     We expect that our transdermal drug delivery system will employ either a
traditional flexible patch design or a proprietary two-part system called the
Medi-Cap (TM).  The Medi-Cap(TM) transdermal drug delivery system has been
designed to use a two-part modified transdermal patch consisting of a patch cap
(into which the medicated patch is placed) and the transducer coupler which
contains the transducer array.  The patch cap will store the pharmaceutical
preparation and connect to the transducer coupler to complete the system.  It
will be removable and disposable.

     The design of our active transdermal drug delivery systems is intended to
maximize overall delivery system efficiency while addressing commercial
requirements for reproducibility, formulation stability, safety, convenience,
and low cost.  To achieve this goal, our delivery system is designed to
integrate proprietary and patent pending technology with commercially available,
off-the-shelf components.  We believe our active transdermal approach will offer
a level of portability, convenience, control, and programmability not available
with other methods of drug delivery.

     We believe the controllability and programmability offered by our
technology offer a competitive advantage that will enable our products to
deliver more consistent and predictable results for a broad range of existing
and new drugs.  Using this technology, we believe we can create a variety of
cost-effective, wearable, drug delivery systems that are non-invasive, discreet
and easy to use in both a clinical environment as well as for day-to-day
self-medication programs such as insulin administration, high cholesterol
therapies; gastro-intestinal system treatments; oncology drug delivery;
cardiovascular care; chronic pain control and treatment; fertility drugs for
women; hormone treatment; and pain management.


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     We believe the key clinical advantages of our drug delivery technology will
be:

     -    Controllable Dosing- Enables accurate control over dosage and duration
          of delivery - drugs can be delivered fast or slow, in a single dose or
          in several doses over time at selected intervals.
     -    Programmable - Electronic controllers can be programmed to handle a
          wide variety of drug delivery dosage profiles with or without manual
          adjustment.
     -    Non-invasive and comfortable - Achieves comparable results to
          injections and intravenous administrations without the pain, and
          therefore the anxiety, associated with those methods. This feature is
          particularly important for children.
     -    Consistent and reliable results- Enables highly controlled delivery of
          intended doses systemically or a specified target area, producing
          predictable results.
     -    Broadly applicable - Potentially useful for delivery of a wide range
          of drugs.
     -    Verifiable - Our systems are capable of automatically capturing and
          storing information regarding the exact time and dosage of drug
          delivered. This information can be used in disease management to
          verify that patients comply with drug therapy regimens.

     We believe our active transdermal drug delivery will overcome the
limitations of traditional, passive transdermal delivery systems, such as
patches or creams, that are slow to take effect, difficult to control, and
useful for only a limited number of drugs with small molecular structures.

MARKET ANALYSIS.

     In 2002, the drug delivery market in the United States accounted for
roughly 6% of the pharmaceutical industry revenues, with sales of pharmaceutical
products that utilize advanced drug delivery technology reaching approximately
$38 billion.   Some observers project that this market will grow at an average
rate of 28% over the next five years and expect that drug delivery will account
for 39% of all pharmaceutical sales by 2007.  The fast growth of this industry
sector can be attributed to the following major developments:

     -    The need for effective delivery of new biopharmaceuticals;
     -    Upcoming patent expirations driving pharmaceutical companies to
          reformulate their products to extend product life cycles;
     -    Manufacturers of generic drugs are also increasingly interested in
          novel drug delivery technologies for making their products
          competitive; and
     -    New technologies can minimize side effects and lead to better patient
          compliance.

     Other market drivers include expansion of pharmaceutical company pipelines,
product differentiation, and reduction of health care costs.  Since the 1970's,
more than 35 drug delivery systems have been marketed, including transdermal
patches, time-release pills, osmotic pumps and depot implants.

     In the United States, the overall market for drug delivery technologies is
expected to increase from $19 billion in 2000 to more than $41 billion by 2007,
with revenues expected to increase at a compound annual growth rate of roughly
11%.

     Over 300 companies are currently known to be involved in drug delivery
research and development.  In addition, universities, foundations and small
private companies and laboratories unknown to us are researching new drug
delivery systems.


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<PAGE>
MARKET OPPORTUNITY.

     We believe that there exists a significant market opportunity for a
non-invasive, programmable drug delivery system which is worn by the patient.
Our technology will have application in a variety of healthcare settings and for
a variety of compounds and therapies.

     We believe the market for our technology is driven by the following
factors:

     -    Pharmaceutical companies looking (i) to extend the life cycle of
          existing FDA approved drugs through the utilization of new drug
          delivery systems, and (ii) for ways to effectively deliver new
          biopharmaceuticals and other drugs comprised of macromolecular
          proteins and peptides.
     -    Physicians who are seeking to deliver drugs (i) more effectively,
          without side effects, (ii) more economically, and (iii) by minimizing
          patient interaction in the daily medication process which will
          increase therapeutic compliance and promote proper dosing.
     -    Patients, who are demanding pain-free, less complicated delivery
          systems.

     We believe that our active transdermal drug delivery system will be capable
of satisfying each of the participants in the health-care chain.

     The market for our ultrasonic drug delivery system extends to all
pharmaceutical companies that manufacture drugs that otherwise would be subject
to delivery by way of a transdermal patch but which cannot be delivered in such
fashion because the molecules comprising the formulation are too large for
existing transdermal technology.  Our technology can provide a means of
extending the life cycle of drugs which cost many millions of dollars to
develop, test and bring to market.  It also may provide a means to deliver new
biopharmaceuticals and other drugs comprised of macromolecular proteins and
peptides which are not subject to delivery by passive transdermal technology.
Management estimates that there are approximately 175 existing pharmaceutical
compounds that cannot be effectively delivered through the pores of the skin
using conventionally available transdermal technology due to their large
molecular size but which could be capable of being delivered by our transdermal
system, and our research and business development efforts are geared towards
quantifying the opportunities and moving forward with the most promising of
them.  We expect this number to increase as pharmaceutical companies continue to
develop new drugs.

     We believe that physicians will be satisfied with the improved therapeutic
outcomes that result from the use of our transdermal technology, the reduced
side-effects which sometimes accompany other forms of drug delivery, increased
patient compliance with therapeutic regimens, and the improvement in overall
cost-effectiveness of drug therapies.  All of these factors are achieved because
our device delivers the precise dosage of a drug at the proper time without
over-medicating a patient.

     We believe that patients will benefit most from our drug delivery system.
Our technology would replace self-administered injections and large content
capsules for many of the therapeutically prescribed pharmaceuticals now used to
battle chronic illnesses.  The technology is appealing to patients because it is
designed to be:

     -    non-invasive, needle-free and therefore pain-free;
     -    programmable to meet each patient's individual patient's requirements
          for the specific pharmaceutical therapy prescribed; and
     -    wearable and thus offers the patient portability, providing freedom
          from periodic injection or clinic visits.


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<PAGE>
     An aging yet active United States population demands changes in the drug
delivery regimen and techniques customary in the past.  Traditionally, drug
delivery took the form of tablets, elixirs, inhalants, injections, or
transdermal patches.  However, each of the delivery methods has its
deficiencies, including:

     -    many pharmaceutical formulations are not well suited to oral dosage
          forms (tablets or elixirs) because these formulations may be damaged
          in the gastrointestinal tract of the patient;
     -    the use of encapsulation and special gel-cap forms to provide release
          of a drug after it has by-passed the stomach have proven difficult to
          produce because inaccuracies of dosing and the use of materials which
          may not be approved by the FDA;
     -    inhalants involve placing a drug through the lung lining into the
          bloodstream, however problems with dosing and the fact that a patient
          who simply has a cold could reduce a drug's efficiency and limit the
          potential applications of this approach to drug delivery;
     -    injectable drug delivery is invasive and painful; and
     -    transdermal patches offer non-invasive drug delivery but are limited
          to "small molecule" drugs, limiting the number of medications which
          can be administered through conventional "passive" patch products.

     We believe that active transdermal patches are the only effective
non-invasive drug delivery method available, offering many key advantages:

     -    the set-it-and-forget-it appeal of transdermal patches has been well
          demonstrated in such applications as motion sickness, cardiac drug
          administration, hormone delivery and nicotine patches;
     -    patients prefer the non-invasive nature offered by transdermal patches
          and therefore compliance is generally high with a patch regimen as
          opposed to injectable, oral or even inhaled drug delivery techniques,
          where the patient needs to remember to follow a predetermined
          schedule;
     -    transdermal patches can offer several days of drug delivery with
          little or no maintenance from the patient, in essence offering a
          programmed automatic drug delivery; and
     -    transdermal patches provide consistent dosage delivery to ensure the
          patient is receiving the proper amount of the prescribed drug.

BUSINESS STRATEGY.

General

     Management expects that the Company will generate revenues from the
following sources:

     -    A testing program to assess the feasibility of drugs subject to
          delivery by way of our transdermal delivery system; and
     -    License and royalty fees.

     Our objective is to exploit our technology through the development and
commercial introduction of products incorporating existing FDA-approved
compounds into our drug delivery systems.  Our business strategy is to (i)
define products that address unmet medical needs, (ii) analyze the market
potential of such defined products, (iii) develop the products with and through
an appropriate clinical stage partner, (iv) collaborate with strategic partners
to complete the development of such products, and (v) launch such products on a
commercial basis through marketing partners.


                                       10
<PAGE>
     We expect to focus our efforts on applying our platform technology in
therapeutic areas where our approach to drug delivery can substantially improve
a drug therapy, offering therapeutic, economic and lifestyle advantages over
existing methods of delivering the same drug.  We will seek to partner with
pharmaceutical and other healthcare companies that are market leaders in the
specific therapeutic areas and which can provide immediate market access and
financial support during the later stages of clinical studies.  We propose to
focus on existing FDA-approved drugs.  We believe this approach reduces clinical
risks and eliminates certain costly and time consuming pre-clinical and clinical
studies, thereby shortening time to approval and materially reducing costs.

     To achieve our objectives, we plan to implement the following business
strategy:

     -    Use our technology to create products that improve therapy, thereby
          improving drug efficacy, while limiting side effects, reducing patient
          discomfort and inconvenience, which will improve compliance and
          lowering healthcare costs.
     -    Focus on applying our technology to a broad range of macromolecular
          pharmaceutical compounds that have not been subject to delivery by way
          of passive transdermal technology.
     -    Select FDA-approved drugs in order to reduce the development risk and
          costs of our products.
     -    Seek to develop and enter collaborative and marketing arrangements
          with leaders in specific therapeutic areas that can provide
          established, significant market access as well as finance late stage
          clinical trials. We will expect our partners to handle sales,
          marketing and distribution.
     -    Focus on areas where we believe the United States market potential is
          large and well-established and where we believe we can materially
          increase, or even create, the market. For this reason, we have elected
          to focus on the market for insulin delivery to diabetics.

Suitability Testing.

     We expect to establish a laboratory to offer a screening program to
pharmaceutical companies to determine whether existing and newly developed drugs
are candidates for delivery by way of our active transdermal device.  We will
negotiate with manufacturers of successful candidates to enter into long-term
development agreements that may include funding milestones.  A typical structure
could include a technology marketing agreement with research grants and
milestone payments at each major step in the pre-clinical and clinical path.

License and Royalty Fees.

     Management anticipates that the Company will generate the preponderance of
its revenues from licenses and accompanying royalty streams.  The Company will
seek to negotiate with drug manufacturers that have the potential to reach the
market quickly and on pharmaceutical preparations which would be favorably
received by physicians and patients.  Specifically, we intend to target
pharmaceutical companies which manufacture formulations which not only are
subject to delivery utilizing our transdermal systems but which already are FDA
approved and widely distributed.

     Initially, we will focus on developing an insulin delivery system based
upon the economics of the diabetes industry, domestically and world-wide, and
the need to relieve the physical discomfort experienced by patients associated
with maintaining a treatment regimen.  In 2003, more than 95 million people
worldwide suffered from diabetes and received some form of therapeutic care and
treatment from


                                       11
<PAGE>
healthcare professionals.  In the United States, more than 17 million people are
treated daily for the disease, with 31% receiving insulin or oral delivery drug
therapies (5.4 million) to control the rise and fall of their blood glucose
levels.  Of that population, 20% (3.4 million) are insulin-only users, with 2%
(340,000) using insulin pumps as their primary delivery method device.
Currently the direct cost for treating diabetes in the United States exceeds $44
billion per year.

     Diabetes sufferers represent a potentially large and lucrative market for
our device.  We believe that physicians and patients will respond favorably to
and support a non-invasive, needle-free and therefore pain-free painful drug
delivery system.

     Thereafter, we intend to target manufacturers of other well-known, widely
distributed pharmaceutical formulations currently approved by the FDA.  We
expect to target the following markets, all of which represent multi-billion
dollar annual industries:

     -    high cholesterol drugs;
     -    gastro-intestinal system treatments;
     -    central nervous system treatments;
     -    oncology drug delivery;
     -    cardiovascular care;
     -    chronic pain control and treatment; and
     -    fertility drugs for women.

     A number of the drugs developed to treat these conditions are subject to
delivery by way of our transdermal ultrasonic drug transport delivery system.
Many of these drugs must be delivered in precise doses at specific times while
other drugs must be modulated to achieve the most efficacious result.  Patients
could benefit from many of the anticipated benefits derived from the use of our
technology, including:

     -    in the case of persons seeking to control high cholesterol, caregivers
          can be certain that patients are receiving their medication in a
          consistent and predictable manner which accounts for variable factors
          introduced by the patient during the normal course of daily activities
          such as exercise, food consumption and alcohol consumption;
     -    in the case of drugs developed to treat gastro-intestinal conditions,
          certain foods can trigger a negative gastro-intestinal reaction that
          may require an unanticipated dose of medicine, which our device is
          capable of delivering;
     -    people suffering from central nervous system disorders, such as
          epilepsy, Parkinson's disease or other psychiatric disorders, may not
          be capable of remembering multiple daily doses of their medicine, our
          transdermal technology obviates the need to remember when and how much
          of a given formulation to take;
     -    cancer treatments sometimes incorporate complex multi-drug regimens
          that require specific precise dosages of multiple and varying drugs at
          specific times.

     We will seek to license our technology to the companies that manufacture
these drugs and receive a continuing royalty.  The terms of any license will be
negotiated after we have received FDA approval of our transdermal ultrasonic
drug transport delivery system.  We may seek to enter into collaborative
relationships with pharmaceutical companies prior to the receipt of FDA approval
from which we would receive funds to complete testing of our technology and
pursue FDA approval and for which the pharmaceutical company would be granted.

RESEARCH AND DEVELOPMENT ACTIVITIES.


                                       12
<PAGE>
     To date, we have focused our research and development activities on
verifying the theories underlying our drug delivery system.   We have only
conducted limited laboratory tests of the technology for the purposes of
determining the viability, safety and efficacy of the scientific theories and
technologies embodied in the technology for the delivery of insulin.  We also
have performed limited testing of the abstract facets of the technology on
humans and animals.  We have not yet constructed a prototype of the device
utilizing the miniature technology to be incorporated into the product we hope
to offer commercially.

     Substantial additional research and development efforts are required to
complete the development of the device prior to submission to the FDA for
approval.  These activities will consist of, among other things, conducting
extensive additional animal and human trials and developing a prototype of the
device which we hope to commercialize.  We can not estimate the time required to
complete these activities or when we will submit a device to the FDA to commence
the approval process.  We cannot assure that we will ever develop a product that
is approved for commercial distribution.

GOVERNMENT REGULATION.

     Our proposed drug delivery system constitutes a "medical device" as defined
by the FDA and is subject to extensive regulation by the FDA and other
regulatory bodies.  In nearly all cases, medical devices which are distributed
in the United States require either a 510(k) clearance or pre-market approval
("PMA") from the FDA.  Under the Food, Drug and Cosmetic Act, as amended,
medical devices are classified into one of three classes depending on the degree
of risk imparted to patients by the medical device.  Class I devices are those
for which safety and effectiveness can be assured by adherence to General
Controls, which include compliance with Quality System Regulations ("QSRs"),
facility and device registrations and listings, reporting of adverse medical
events, and appropriate truthful and non-misleading labeling, advertising and
promotional materials.  Some Class I devices also require pre-market review and
clearance by the FDA through the 510(k) Pre-market Notification process
described below. Class II devices are subject to General Controls, as well as
pre-market demonstration of adherence to certain performance standards or other
special controls as specified by the FDA.  Pre-market review and clearance by
the FDA is accomplished through the 510(k) Pre-market Notification procedure.
In the 510(k) Pre-market Notification procedure, the manufacturer submits
appropriate information to the FDA in a Pre-market Notification submission.  If
the FDA determines that the device is "substantially equivalent" to a device
that was legally marketed prior to May 28, 1976, the date upon which the Medical
Device Amendments of 1976 were enacted, or to another similar commercially
available device subsequently cleared through the 510(k) Pre-market Notification
process, it will grant clearance to commercially market the device.  It
generally takes three to six months from the date of submission to obtain
clearance of a 510(k) Pre-market Notification submission, but the process may
take longer.  If the FDA determines that the device, or its "labeled" intended
use, is not "substantially equivalent," the FDA will automatically place the
device into Class III.

     A Class III product is a product that has a wholly new intended use or is
based on advances in technology for which the device's safety and effectiveness
cannot be assured solely by the General Controls, performance standards and
special controls applied to Class I and II devices.  These devices often require
formal clinical investigation studies to assess their safety and effectiveness.
A Pre-market Approval ("PMA") from the FDA is required before the manufacturer
of a Class III product can proceed in marketing the product.  The PMA process is
much more extensive than the 510(k) Pre-market Notification process.  In order
to obtain a PMA, Class III devices, or a particular intended use of any such
device, must generally undergo clinical trials pursuant to an application
submitted by the manufacturer for an Investigational Device Exemption ("IDE").
An IDE allows the investigational device to be used in a clinical study in order
to collect safety and effectiveness data required to support a PMA application
or a


                                       13
<PAGE>
510(k) Pre-market Notification submission to the FDA.  Only a small percentage
of 510(k) Pre-market Notification submissions require clinical data to support
the application.  Investigational use also includes clinical evaluation of
certain modifications or new intended uses of legally marketed devices. All
clinical evaluations of investigational devices, unless exempt, must have an
approved IDE before the study is initiated.  An approved IDE permits a device to
be shipped lawfully for the purpose of conducting investigations of the device
without complying with other requirements of the Food, Drug and Cosmetic Act
that would apply to devices in commercial distribution.

     Any devices manufactured or distributed by us pursuant to FDA clearances or
approvals will be subject to extensive and continuing regulation by the FDA and
certain state agencies.  We will be subject to inspection by the FDA and state
health inspectors and have to comply with various other regulatory requirements
that usually apply to medical devices marketed in the United States.  These
regulatory requirements include, among others, manufacturing and design control
regulations, labeling, Medical Device Reporting regulations which require that a
manufacturer report to the FDA certain types of adverse events involving its
products, and the FDA's prohibitions against promoting approved products for
unapproved, or "off-label," uses.  Our failure to comply with applicable
regulatory requirements could result in enforcement action by the FDA, which
could have a material adverse effect on us.

     Unanticipated changes in existing regulatory requirements, failure to
comply with such requirements or adoption of new requirements could have a
material adverse effect on us.  We also are subject to numerous federal, state
and local laws relating to such matters as safe working conditions, good
manufacturing practices, environmental protection, fire hazard control and
hazardous material disposal. There can be no assurance we will not incur
significant costs to comply with such laws and regulations in the future or that
such laws or regulations will not have a material adverse effect upon our
business, financial condition and results of operations.

     We cannot assure you that any of our potential drug delivery systems will
be approved by the regulatory bodies or approved on a timely or accelerated
basis, or that any approvals received will not subsequently be revoked or
modified.  See also "Risk Factors."

PRODUCT LIABILITY AND INSURANCE.

     The development, manufacture and sale of our drug delivery system will
expose us to an inherent risk of product liability claims.  We will seek to
obtain general liability insurance and product liability insurance when it
becomes necessary.  Coverage is expensive and difficult to obtain and there can
be no assurance that such coverage will be available to us.  Any claims or
series of claims against us, regardless of their merit or eventual outcome,
could have a material adverse effect on our business, financial condition and
results of operations.

COMPETITION.

General

     We face competition from medical product companies, as well as from
universities and other non-profit research organizations in the field of drug
delivery systems and individual industries in which we intend to introduce our
product as a platform for treatment delivery systems.  Many emerging medical
product companies have corporate partnership arrangements with large,
established companies to support the research, development, and
commercialization of products that may be competitive with our products.  In
addition, a number of large established companies are developing proprietary
technologies or may enhance their capabilities by entering into arrangements
with or acquiring companies with drug delivery technologies.  Many of our
existing or potential competitors have substantially greater financial, research


                                       14
<PAGE>
and development, regulatory, marketing, and production resources than we have.
Other companies may develop and introduce products and processes competitive
with or superior to our technology.

     For our proposed products, an important factor in competition is the timing
of market introduction of our products or those of our competitors' products.
Accordingly, the relative speed with which we can develop products, complete the
regulatory clearance processes and supply commercial quantities of the products
to the market is an important competitive factor.  We expect that competition
among products cleared for marketing will be based on, among other things,
product efficacy, safety, reliability, availability, price, and patent position.

     Our proposed current product, and any future products which we may develop,
will likely compete with both conventional drug delivery methods and advanced
drug delivery methods.

Conventional Drug Delivery Methods

     Traditionally, the pharmaceutical industry has relied on oral delivery and
injection as the primary methods of administering drugs:

     Conventional Oral Method.

     Conventional, oral drug dosage forms, such as pills and capsules, are the
most common types of drug delivery.  Oral drug delivery methods are easy to
administer, but their efficacy can be limited because drugs must first pass
through the digestive system and liver before being absorbed into the
bloodstream.  Orally delivered drug dosages must, therefore, be large to
overcome the degradation that occurs in the gastrointestinal tract and liver.
As a result, conventional oral dosage forms often produce higher initial drug
levels than are required to achieve the desired therapeutic effects, thereby
increasing the risk of side effects, some of which can be serious.  Also, it is
difficult to maintain therapeutically optimal drug levels using oral drug
delivery methods.  Further, oral drug delivery methods can require patients to
follow inconvenient dosing routines, which may diminish patient compliance with
self-medication schedules.

     Injection Methods.

     Injectable drug dosage forms generally provide rapid onset of therapeutic
action and offer many of the same advantages as conventional oral drug dosage
methods.  Injectable drug delivery methods use needles, raising the possibility
of needle-stick injuries, as well as the risk of infection to the caregiver and
the patient.  The use of needles also increases patient anxiety due to the pain
of injection.  Further, patients often find self-injectable therapies
unpleasant.  As a result, injected drugs for many diseases meet with varying
degrees of patient acceptance and compliance with the prescribed regimens, which
can lead to increased incidence of medical complications and potentially higher
disease management costs.  In addition, some elderly, infirm or pediatric
patients cannot administer their own injections and require assistance, thereby
increasing both the inconvenience to these patients and the cost of therapy.

     Advanced Drug Delivery Technologies

     The limitations of conventional forms of drug delivery, such as oral and
injection methods, have driven demand for advanced drug delivery alternatives
that are safer, more effective and more convenient.  Advanced drug delivery
technologies have improved oral and injection methods as well as offering new
means of administering drugs, such as through the skin and the respiratory
system.  Advanced drug delivery technologies include;


                                       15
<PAGE>
     -     sustained release pills and injectables,
     -     active and passive transdermal patches.
     -     infusion pumps, and
     -     pulmonary, nasal and transmucosal delivery methods.

In some cases, these technologies offer better control over the release of drugs
into the bloodstream, thereby improving therapeutic efficacy and reducing side
effects and risks.  In other cases, advanced drug delivery technologies make
therapies easier to administer and support more complex therapeutic regimens.
Innovative drug delivery technologies can offer many advantages over traditional
methods, including ease of use and administration, greater control of drug
concentration in the blood, improved safety and efficacy, improved patient
compliance, expanded indications for certain therapies, and totally new
therapies using drugs that cannot be delivered otherwise.

PATENTS AND PROPRIETARY RIGHTS.

     We regard the establishment of a strong intellectual property position in
our technology as an integral part of the development process.  We attempt to
protect our proprietary technologies through patents and intellectual property
positions.  Patent applications covering ten of the key elements of our
technology have been filed in the United States and internationally, including
the European Community and China.  In addition, the inventors of the
Intellectual Property claim 57 new inventive concepts which may be subject to
patent protection.

     The patent position of medical device firms, including our company,
generally is highly uncertain and may involve complex legal and factual
questions.  Potential competitors may have filed applications for, or may have
been issued patents, or may obtain additional patents and proprietary rights
relating to products or processes in the same area of technology as that used by
our Company.  The scope and validity of these patents and applications, the
extent to which we may be required to obtain licenses thereunder or under other
proprietary rights, and the cost and availability of licenses are uncertain.  We
cannot assure you that our patent applications will result in additional patents
being issued or that any of our patents will afford protection against
competitors with similar technology; nor can we assure you that any of our
patents will not be designed around by others or that others will not obtain
patents that we would need to license or design around.

     We also rely upon unpatented trade secrets.  We cannot assure you that
others will not independently develop substantially equivalent proprietary
information and techniques, or otherwise gain access to our trade secrets, or
disclose such technology, or that we can meaningfully protect our rights to our
unpatented trade secrets.

     We require our employees, consultants, advisers, and suppliers to execute a
confidentiality agreement upon the commencement of an employment, consulting or
manufacturing relationship with us. The agreement provides that all confidential
information developed by or made known to the individual during the course of
the relationship will be kept confidential and not disclosed to third parties
except in specified circumstances. In the case of employees, the agreements
provide that all inventions conceived by the individual will be the exclusive
property of our company. We cannot assure you, however, that these agreements
will provide meaningful protection for our trade secrets in the event of an
unauthorized use or disclosure of such information.

SALE OF EASYTRIVIA.COM SUBSIDIARY.


                                       16
<PAGE>
     Upon the closing of the Purchase Agreement and transfer of the Intellectual
Property to us, we sold all of the shares of our EasyTrivia.com subsidiary to
one of our directors for a price of $200.  We had not derived any revenues from
the EasyTrivia operations and did not expect to generate any revenues from that
company's operations in the near future, if ever, the primary factor driving the
sale of this subsidiary.

EMPLOYEES.

     Upon the closing of the Purchase Agreement, the officers and directors of
the Company resigned and Bruce H. Haglund was appointed to serve as the sole
director of the Company until funding had been received.  The Company entered
into an employment agreement with Bruce K. Redding on July 29, 2004, but Mr.
Redding has not yet been paid under the terms of that agreement.  The terms of
Mr. Redding's employment agreement are described under "ITEM 10.  EXECUTIVE
COMPENSATION-Executive Compensation."  As of the date of this report, the
Company has no full-time employees.

     In order to implement our business plan, which includes completing the
development of our technology, obtaining appropriate FDA and other regulatory
approvals and successfully initiating marketing activities, we will require
significant additional staff.  Current management expects that we will have to
retain additional experienced personnel in the following areas: research and
development, regulatory affairs, marketing, and financial and administrative
operations.  We may be constrained in our ability to engage such personnel both
by financial limitations and competitive nature of the market for qualified
personnel in each of the afore-mentioned areas.  We cannot be certain that we
will obtain the capital required to engage the staff required to complete
development of our technology, that we will identify and be able to engage the
qualified staff necessary to commercialize our technology, apply to obtain the
required regulatory approvals or successfully market our technology nor can we
be certain that qualified personnel will be available to us on acceptable terms
or at all.

RISK FACTORS.

     An investment in our common stock is highly speculative, involves a high
degree of risk, and should be made only by investors who can afford a complete
loss.  Investors should carefully consider the following risk factors, together
with the other information in this report before you decide to buy our Common
Stock.  Our most significant risks and uncertainties are described below;
however, they are not the only risks we face.  If any of the following risks
actually occur, our business, financial condition, or results of operations
could be materially adversely affected, the trading of our Common Stock could
decline, and you may lose all or part of your investment therein.

WE WILL REQUIRE SIGNIFICANT FINANCING TO FUND OUR OPERATIONS, INCLUDING REPAYING
THE ENTIRE AMOUNT DUE UNDER A CERTAIN PROMISSORY NOTE UNDER WHICH WE NOW OWE IN
EXCESS OF $600,000 UNDER WHICH WE WERE IN DEFAULT ON DECEMBER 17, 2004,
COMPLETING THE DEVELOPMENT OF COMMERCIAL PRODUCTS BASED UPON OUR TECHNOLOGY,
SEEKING FDA APPROVAL FOR OUR DEVICE AND OTHERWISE IMPLEMENTING OUR BUSINESS
PLAN, AND WITHOUT SUCH FINANCING WE WILL NOT BE ABLE TO CONTINUE OPERATIONS.

     We do not currently have sufficient financial resources to fund our
operations.  We will require significant capital to fund our future operations.
To date, we have not generated any revenues from operations.  The success of our
business depends on our ability to develop products based on our drug delivery
technology, subject such products to potentially rigorous, costly and
time-consuming clinical testing, and obtain regulatory approval for and
manufacture those products.  We will require significant additional capital to:

     -    satisfy our payment obligations under the Purchase Agreement;


                                       17
<PAGE>
     -    repay a lender the sum of $600,000, plus interest accrued after
          November 30, 2004 under a promissory note dated June 30, 2004, which
          was due on December 17, 2004;
     -    retain technical and other staff;
     -    complete the development of products that incorporate our drug
          delivery technology;
     -    undertake the clinical trials required to submit our drug delivery
          device to the FDA for clearance (or approval, if the FDA does not
          accept our proposition that our device is subject to 510(k)
          clearance);
     -    obtain office and laboratory space necessary to accomplish our
          business plans;
     -    commercialize our technology; and
     -    otherwise fully implement our business, operating, and development
          plans.

     If we are unable to locate funding and default on our financial obligation
under the Purchase Agreement or the Note, we may have to relinquish the
Intellectual Property to the seller.

     The exact amount of our current and future capital requirements will depend
on numerous factors, some of which are not within our control, including the
progress of our research and development efforts, the costs of testing and
manufacturing products, and changes in governmental regulation.  We expect to
finance a portion of our product development through collaborations with
pharmaceutical companies.  We cannot guarantee that such collaborations will be
successful.  Our ability to raise additional financing depends on many factors
beyond our control, including the state of capital markets, the market price of
our common stock and the development or prospects for development of competitive
technology by others.  The necessary additional financing may not be available
to us or may be available only on terms that would result in further dilution to
the current owners of our Common Stock.  If we are unable to raise additional
funds when we need them, we may have to curtail or discontinue our operations,
in which case you could lose the entire amount of you investment in the Company.

WE ARE IN DEFAULT UNDER THE TERMS OF A PROMISSORY NOTE WHICH BECAME DUE ON
DECEMBER 17, 2004 (AS EXTENDED) AND, CONSEQUENTLY, IN DEFAULT UNDER THE TERMS OF
A PROMISSORY NOTE WE MADE IN FAVOR OF ESI, THE SELLER OF THE INTELLECTUAL
PROPERTY.  IF ESI DECLARES THAT WE ARE IN DEFAULT UNDER THE ESI NOTE, THE
PROVISIONS OF THE PATENT SECURITY AGREEMENT WE MADE IN FAVOR OF ESI WILL BE
ACTIVATED AND WE WILL BE REQUIRED TO RETURN THE INTELLECTUAL PROPERTY TO ESI, IN
WHICH CASE WE WILL HAVE NO BUSINESS AND MAY RESULT IN THE LOSS OF YOUR ENTIRE
INVESTMENT IN OUR COMPANY.

     As described elsewhere herein, we currently are in default under a
promissory note dated June 30, 2004 in the principal sum of $500,000.  On
December 3, 2004, we entered into a loan extension agreement with the lender,
Gary M. Scott, (the "Extension Agreement").  Pursuant to the Extension
Agreement, Mr. Scott agreed to extend the time in which to repay all sums due
under a certain promissory note originally made by the Company on June 30, 2004
in the principal amount of $500,000 bearing interest at the rate of 10% per
annum and due on the earlier of the closing date of the Company's acquisition of
certain assets from Encapsulation Systems, Inc. or July 31, 2004 (the "Scott
Note"), no later than December 17, 2004.  In consideration of the extension of
the Note, we agreed, among other things, to (i) to pay to Mr. Scott the sum of
$600,000, which sum includes (A) $500,000 principal amount of the Note, (B) the
previously agreed extension fees of $50,000 and $15,000, (C) an additional
$18,287.67 extension fee for the current extension, and (D) accrued interest
through November 30, 2004 of $16,712.33, and (ii) to pay Mr. Scott default
interest on the Note at the rate of $605.00 per day from and including December
1, 2004 until the Note is paid in full.  This promissory note does not specify
acts constituting a default nor does it provide for notice of default under any
circumstances or for time in which to cure a default.  The lender presently is
entitled to commence legal action against us to recover the amount due to him.
A default under the Scott Note also constitutes an immediate default under the
ESI Note and the Patent Security Agreement we executed in favor of ESI in
connection with our


                                       18
<PAGE>
acquisition of the Intellectual Property.  If ESI elects to declare us in
default under the ESI Note, the provisions of the Patent Security Agreement and
accompanying Patent Assignment, which permits ESI to take back the Intellectual
Property, automatically will be activated.  As of the date hereof, ESI has not
declared a default under the ESI Note.  If this transpires, we will have no
business and investors could lose their entire investment in our Company.

WE HAVE NOT COMPLETED THE DEVELOPMENT OF ANY PRODUCTS THAT INCORPORATE OUR DRUG
DELIVERY TECHNOLOGY.  IF WE ARE SUCCESSFUL IN DEVELOPING ANY SUCH PRODUCTS, WE
WILL BE REQUIRED TO OBTAIN REGULATORY APPROVAL FROM THE FDA PRIOR TO THEIR
COMMERCIAL USE AND OTHERWISE COMPLY WITH ALL OF THE REGULATORY REQUIREMENTS
APPLICABLE TO OUR BUSINESS.

     Prior to bringing any products to market in the United States, we must
obtain FDA approval.  As of the date hereof, we have not completed the
development of any products that incorporate our drug delivery technology and we
cannot assure you that we will ever develop products that will be suitable for
submitting to the FDA for the required approval.  The approval process will
require the further development of our product, significant clinical testing and
trials and potentially lengthy FDA submissions and review, all of which will
require substantial funding.  Although we believe that our device is
substantially similar to existing products previously approved by the FDA, which
could reduce the time required to obtain FDA clearance, we cannot be certain
that the FDA will agree with our assessment.  Under such circumstances, the time
required to prove the efficacy and safety of our product could be lengthy and
costly.

     In addition, our Company and the devices we hope to develop and
commercialize are subject to extensive FDA regulations.  Failure to comply with
these and other current and emerging regulatory requirements in the global
markets in which our products are sold could result in, among other things,
warning letters, fines, injunctions, civil penalties, recall or seizure of
products, total or partial suspension of production, refusal of the government
to grant pre-market clearance for devices, withdrawal of clearances, and
criminal prosecution.

     We can not be certain that the FDA will approve our product for public use.
If the FDA does not approve our product for public use or if we otherwise fail
to comply with FDA regulations, you could lose the entire amount of your
investment in the Company.

WE ARE A YOUNG COMPANY WITH A LIMITED OPERATING HISTORY AND HAVE NOT GENERATED
ANY REVENUES FROM OPERATIONS.  THEREFORE, IT IS DIFFICULT FOR YOU TO ASSESS OUR
COMPANY.

     To date, our operations have consisted primarily of analyzing and acquiring
the Intellectual Property, conducting an analysis of our industry and developing
our business model.  Accordingly, we have only a limited operating history on
which you can base an investment decision in our securities.  Since our
inception, we have not generated any revenues from operations.  We expect to
incur operating losses for the foreseeable future.

     We cannot assure you that we will be able to execute our business model on
a wide-scale basis or that we ever will achieve profitability.  The likelihood
of our success must be considered in light of the problems, expenses and
complications frequently encountered in connection with the development of a new
business and the competitive environment in which we operate.

OUR PRODUCTS MAY NOT ACHIEVE THE BROAD MARKET ACCEPTANCE THEY NEED IN ORDER TO
BE A COMMERCIAL SUCCESS.


                                       19
<PAGE>
     To date, we have not received FDA approval for the use of devices that
incorporate our technology and, consequently, we are not yet distributing any
products.  The success of drug delivery devices incorporating our technology
will depend to a large degree on the medical community's acceptance of them as
reliable, safe and cost effective alternatives to existing competitive drug
delivery methods.  If products based upon our technology are not accepted by the
medical community and are not widely used, our business and results of
operations would negatively and materially affected.

WE EXPECT TO RELY ON THIRD PARTIES TO MARKET AND DISTRIBUTE PRODUCTS BASED ON
OUR TECHNOLOGY AND THEY MAY NOT BE SUCCESSFUL IN SELLING OUR PRODUCTS.

     We expect to distribute products incorporating our technology through
partners which will be responsible for marketing and distributing these
products.  We expect that our partners will assume direct responsibility for
business risks associated with these activities, including, risks related to
credit, currency exchange, foreign tax laws or tariff and trade regulation.  We
cannot be certain that our distribution partners will succeed in marketing our
products effectively.  If this happens, we may not be able to successfully
market our products, which would decrease our revenues.

WE EXPECT TO RELY ON THIRD PARTIES TO MANUFACTURE OUR PRODUCTS AND OUR BUSINESS
WILL SUFFER IF THEY DO NOT PERFORM.

     We do not anticipate manufacturing products based upon our technology.
Rather, we expect to rely on independent contract manufacturers or business
partners for the manufacture of these drug delivery systems.  Our business will
suffer if our contract manufacturers have production delays or quality problems.
Furthermore, medical device manufacturers are subject to the manufacturing
regulations of the FDA, international quality standards, and other regulatory
requirements.  If our contractors or business partners do not operate in
accordance with regulatory requirements and quality standards, our business will
suffer.

WE MAY LOSE OUT TO LARGER AND BETTER-ESTABLISHED COMPETITORS.

     The medical device industry is intensely competitive.  Most of our
competitors have significantly greater financial, technical, manufacturing,
marketing and distribution resources as well as greater experience in the
medical device industry than we have.  The particular medical conditions our
product lines address can also be addressed by other means.  Many of these
alternatives are widely accepted by physicians and have a long history of use.
Physicians may use our competitors' products and/or the products we develop may
not be competitive with other technologies.  If these things happen, we may
never generate meaningful revenues.  In addition, our current and potential
competitors may establish cooperative relationships with large medical equipment
companies to gain access to greater research and development or marketing
resources.  Competition may result in price reductions, reduced gross margins
and prevent us from gaining market share.

PRODUCTS WE ARE DEVELOPING THAT INCORPORATE OUR TECHNOLOGY MAY BE DISPLACED BY
NEWER TECHNOLOGY.

     The medical device industry is undergoing rapid and significant
technological change.  Third parties may succeed in developing or marketing
technologies and products that are more effective than those we propose to
develop and market, or that would make our technology and products obsolete or
non-competitive.  Additionally, researchers could develop new technologies and
medications that replace or reduce the importance of our technology.
Accordingly, our success will depend, in part, on our ability to respond quickly
to medical and technological changes through the development and introduction of
new products.  We may not have the resources to do this.   If our product
becomes obsolete and our


                                       20
<PAGE>
efforts to develop new products do not result in any commercially successful
products, our sales and revenues will decline.

OUR INTELLECTUAL PROPERTY MAY NOT HAVE OR PROVIDE SUFFICIENT LEGAL PROTECTIONS
AGAINST INFRINGEMENT OR LOSS OF TRADE SECRETS.

     Our success depends, in part, on our ability to secure and maintain patent
protection, to preserve our trade secrets, and to operate without infringing on
the patents of third parties. While we seek to protect our proprietary positions
by filing United States and foreign patent applications for our important
inventions and improvements, domestic and foreign patent offices may not issue
these patents. Third parties may challenge, invalidate, or circumvent our patent
applications in the future. Competitors, many of which have significantly more
resources than we have and have made substantial investments in competing
technologies, may apply for and obtain patents that will prevent, limit, or
interfere with our ability to make, use, or sell our products either in the
United States or abroad.

     In the United States, patent applications are secret until patents issue,
and in foreign countries, patent applications are secret for a time after
filing.  Publications of discoveries tend to significantly lag the actual
discoveries and the filing of related patent applications. Third parties may
have already filed applications for patents for products or processes that will
make our products obsolete or will limit our patents or invalidate our patent
applications.

     We typically require our employees, consultants, advisers and suppliers to
execute confidentiality and assignment of invention agreements in connection
with their employment, consulting, advisory, or supply relationships with us.
They may breach these agreements and we may not obtain an adequate remedy for
breach. Further, third parties may gain access to our trade secrets or
independently develop or acquire the same or equivalent information.

OUR PRODUCT SALES MAY BE ADVERSELY AFFECTED BY HEALTHCARE PRICING REGULATION AND
REFORM ACTIVITIES.

     The healthcare industry is undergoing fundamental changes resulting from
political, economic and regulatory influences.  In the United States,
comprehensive programs have been proposed that seek to increase access to
healthcare for the uninsured, control the escalation of healthcare expenditures
within the economy and use healthcare reimbursement policies to balance the
federal budget.

     We expect that Congress and state legislatures will continue to review and
assess healthcare proposals, and public debate of these issues will likely
continue.  We cannot predict which, if any, of such reform proposals will be
adopted and when they might be adopted.  Other countries also are considering
healthcare reform.  Significant changes in healthcare systems could have a
substantial impact on the manner in which we conduct our business and could
require us to revise our strategies.

WE COULD BE DAMAGED BY PRODUCT LIABILITY CLAIMS.

     Products incorporating our technology are intended to be used by persons
who require a steady and precise dosage of medicine to maintain their health and
life.  If any of our proposed products were to malfunction or a physician or
patient were to misuse them and injury results to a patient or operator, the
injured party could assert a product liability claim against our company.  We
will seek to obtain product liability insurance in an amount that we believe is
adequate for our current activities.   Insurance may not be sufficient to cover
all of the liabilities resulting from a product liability claim, and we might
not have sufficient funds available to pay any claims over the limits of our
insurance. Because personal injury claims based on product liability in a
medical setting may be very large, an underinsured or an uninsured claim could
financially damage our company.


                                       21
<PAGE>
WE MAY HAVE TROUBLE ATTRACTING AND RETAINING QUALIFIED PERSONNEL AND OUR
BUSINESS MAY SUFFER IF WE DO NOT.

     Our business requires additional staff in all areas to successfully bring
our technology to market. Our success depends on our ability to attract and
retain technical and management personnel with expertise and experience in the
medical device business.  The competition for qualified personnel in the medical
device industry is intense and we may not be successful in hiring or retaining
the requisite personnel.  If we are unable to attract and retain qualified
technical and management personnel, we will suffer diminished chances of future
success.

WE DECLARED A DIVIDEND PAYABLE IN SHARES OF OUR COMMON STOCK TO HOLDERS OF
RECORD AS OF JANUARY 14, 2005.  THE ADDITIONAL SHARES OF COMMON STOCK ISSUED AS
A DIVIDEND WILL HAVE A DILUTIVE EFFECT ON THE MARKET AND LIKELY RESULT IN A
DECREASE IN THE TRADING PRICE PER SHARE.

     On January 4, 2005, the Board of Directors declared a dividend on the class
of common stock payable to holders of record as of January 14, 2005 (the "Record
Date").  Each share of common stock outstanding on the Record Date will receive
a dividend equal to one half of one share of common stock.  The dividend shares
will issued, in the case of freely tradable shares, without restriction, and, in
the case of restricted shares, as restricted securities having transfer
restrictions identical to the common stock held of as the Record Date.  The
payment date of the dividend is January 18, 2005.  The Company will issue an
aggregate of 13,088,611 shares of Common Stock as a dividend.  The dilution
created by the dividend likely will have the impact of reducing the price at
which the common stock trades.

OUR COMMON STOCK IS TRADED OVER THE COUNTER, WHICH MAY DEPRIVE STOCKHOLDERS OF
THE FULL VALUE OF THEIR SHARES.

     Our Common Stock is quoted via the National Association of Securities
Dealers' Over-the- Counter Bulletin Board (OTCBB).  As such, our Common Stock
may have fewer market makers, lower trading volumes and larger spreads between
bid and asked prices than securities listed on an exchange such as the New York
Stock Exchange or the Nasdaq Stock Market.  These factors may result in higher
price volatility and less market liquidity for the Common Stock.

A LOW MARKET PRICE MAY SEVERELY LIMIT THE POTENTIAL MARKET FOR OUR COMMON STOCK.

     Our Common Stock is currently trading at a price substantially below $5.00
per share, subjecting trading in the stock to certain SEC rules requiring
additional disclosures by broker-dealers.  These rules generally apply to any
non-NASDAQ equity security that has a market price share of less than $5.00 per
share, subject to certain exceptions (a "penny stock").  Such rules require the
delivery, prior to any penny stock transaction, of a disclosure schedule
explaining the penny stock market and the risks associated therewith and impose
various sales practice requirements on broker-dealers who sell penny stocks to
persons other than established customers and institutional or wealthy investors.
For these types of transactions, the broker-dealer must make a special
suitability determination for the purchaser and have received the purchaser's
written consent to the transaction prior to the sale.  The broker-dealer also
must disclose the commissions payable to the broker-dealer, current bid and
offer quotations for the penny stock and, if the broker-dealer is the sole
market maker, the broker-dealer must disclose this fact and the broker-dealer's
presumed control over the market.  Such information must be provided to the
customer orally or in writing before or with the written confirmation of trade
sent to the customer.  Monthly statements must be sent disclosing recent price
information for the penny stock held in the account and information on the
limited market in penny stocks.  The additional burdens imposed upon
broker-dealers by such requirements could discourage broker-dealers from
effecting transactions in our common stock.


                                       22
<PAGE>
THE PRICE OF OUR COMMON STOCK LIKELY WILL BE HIGHLY VOLATILE.

     The price of our Common Stock likely will be highly volatile.  Some of the
factors leading to the volatility could include:

     -    price and volume fluctuations in the stock market at large which do
          not relate to our operating performance;
     -    FDA and/or international regulatory actions;
     -    fluctuations in our operating results;
     -    financing arrangements we may enter that require the issuance of a
          significant number of shares in relation to the number of shares
          currently outstanding;
     -    announcements of technological innovations or new products which we or
          our competitors make;
     -    developments with respect to patents or proprietary rights;
     -    public concern as to the safety of products that we or others develop;
          and
     -    fluctuations in market demand for and supply of our products.

BECAUSE WE WILL NOT PAY CASH DIVIDENDS, STOCKHOLDERS WILL ONLY BENEFIT FROM
OWNING COMMON STOCK IF IT APPRECIATES.

     We have never paid dividends on our Common Stock and we do not intend to do
so in the foreseeable future. We intend to retain any future earnings to finance
our growth. Accordingly, any potential investor who anticipates the need for
current dividends from his investment should not purchase our common stock.

              CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

     This report contains forward-looking statements within the meaning of
Section 27A of the Securities Act and Section 21E of the Exchange Act.  We have
based these forward-looking statements largely on our current expectations and
projections about future events and financial trends affecting the financial
condition of our business.  These forward-looking statements are subject to a
number of risks, uncertainties and assumptions, including, among other things:

     -    our ability to obtain financing to support our operations;
     -    the receipt or denial of regulatory approvals;
     -    our expectations and estimates concerning future financial
          performance, financing plans and the impact of competition,
     -    advances in technologies,
     -    our ability to implement our growth strategy,
     -    anticipated trends in our business,
     -    general economic and business conditions, both nationally and in our
          markets; and
     -    other risk factors set forth under the section titled "BUSINESS-Risk
          Factors" in this report.

     In addition, in this report, we use words such as "anticipates,"
"believes," "plans," "expects," "future," "intends," and similar expressions to
identify forward-looking statements.

     We undertake no obligation to update publicly or revise any forward-looking
statements, whether as a result of new information, future events or otherwise
after the date of this report. In light of these


                                       23
<PAGE>
risks and uncertainties, the forward-looking events and circumstances discussed
in this report may not occur and actual results could differ materially from
those anticipated or implied in the forward-looking statements.

ITEM  2.  DESCRIPTION  OF  PROPERTIES

     We lease office space at Four Tower Bridge, 200 Bar Harbor Drive, West
Conshohocken, Pennsylvania 19428-2977 on an "as needed" basis. We have leased on
a month-to-month basis since October 2004 at monthly rent of $275.  This
temporary arrangement is not adequate for our requirements.

     We have identified facilities that will be sufficient for our needs in the
future; however, we have not entered into a lease for such facilities.  We will
need a facility that includes (i) a chemistry laboratory for the purpose of
conducting experiments to examine the compatibility of therapeutic compounds
with the ultrasonic transdermal delivery system (ii) an electrical engineering
laboratory to undertake the development of ultrasonic drivers, which provide the
low-level power to the miniature transducers which serve as the catalyst for
transdermal delivery of drugs and (iii) a center to complete the design of our
patch technology.  We believe there are several suitable facilities that will
meet our needs in the Philadelphia area where we are currently located.

     We expect that manufacturing of our drug delivery system will be undertaken
by third parties.

ITEM 3.  LEGAL PROCEEDINGS

     None.

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

     On August 25, 2004, the holders of an aggregate of 6,060,100 shares of our
Common Stock, par value $.001 per share (the "Common Stock"), of the Company,
representing approximately 50.5% of the total shares entitled to vote on the
matter as of the September 2, 2004 record date, consented in writing without a
meeting to the amend the Company's Articles of Incorporation to change the
Company's name from "Second Stage Ventures, Inc." to "Dermisonics, Inc."

                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     Our common stock commenced trading on the OTC Bulletin Board on October 25,
2003.  The stock currently trades under the symbol DMSI.OB. The prices set forth
below reflect the quarterly high and low closing sales prices for shares of
common stock since the Company's stock commenced trading as reported by Yahoo.
The prices set forth in the table have been adjusted to reflect a 2-for-1 stock
split on December 31, 2003.  These quotations reflect inter-dealer prices,
without retail markup, markdown or commission, and may not represent actual
transactions.

<TABLE>
<CAPTION>
-------------------------------------------
                               CLOSING BID
                               HIGH    LOW
                               ----    ---
-------------------------------------------
<S>                           <C>      <C>
 Fiscal 2004
 -----------
-------------------------------------------
 July 1 - September 30, 2004     2.25  1.40
 April 1 - June 30, 2004         2.10  1.15
 January 1 - March 31, 2003      2.50  1.01
 Oct. 1 - December 31, 2003       .51   .51
-------------------------------------------
 Fiscal 2003
 -----------
-------------------------------------------
 July 1 - September 30, 2003      .75   .51
 April 1 - June 30, 2003          .75   .75
 January 1 - March 31, 2002       .75   .75
 Oct. 25 - December 31, 2002      .75   .75
-------------------------------------------
</TABLE>


                                       24
<PAGE>
     As of January 7, 2005, we had approximately 89 record holders of our common
stock.  This number of holders of record does not include beneficial owners of
the Company's common stock whose shares are held in the names of various
security holders, dealers, and clearing agencies.

     The Company has not paid any cash dividends on its common stock and does
not anticipate paying cash dividends in the foreseeable future. The Company
intends to retain any earnings to finance the growth of its business. There can
be no assurance that the Company will ever pay cash dividends. See Item 6,
Management's Discussion and Analysis of Financial Condition and Results of
Operations.

RECENT SALES OF UNREGISTERED SECURITIES

     During the fiscal year ended September 30, 2004 the Company made the
following sales of equity securities which were not registered under the
Securities Act of 1933, as amended:

Issuances Pursuant to Section 4(2) under the Securities Act of 1933.  The
following securities were issued pursuant to the exemption from the registration
provisions of the Securities Act of 1933, as amended, afforded by Section 4(2)
thereof:

     On December 3, 2004, the Company issued to Gary Scott warrants to purchase
up to an aggregate of 2,400,000 shares of common stock at an exercise price of
$2.00 per share through September 30, 2007.  Of these warrants, 100,000 were
issued pursuant to the terms of an agreement pursuant to which Mr. Scott agreed
to extend the time in which to repay a certain promissory note made by the
Company in favor of Mr. Scott evidencing a loan to the Company in the principal
amount of $500,000 and 2,300,000 were issued pursuant to the terms of a
consulting agreement previously filed with the SEC.  The warrants shall vest and
be exercisable as follows: 675,000 warrants shall be vested immediately, an
additional 575,000 warrants shall vest on December 31, 2004, an additional
575,000 warrants shall vest on March 31, 2005, and the remaining 575,000
warrants shall vest on June 30, 2005.  If the Company terminates the consulting
agreement prior to June 30, 2005, all of the unvested warrants shall immediately
become vested.  If Mr. Scott terminates his consulting agreement prior June 30,
2005, any unvested warrants shall be forfeit by him and be canceled.

     On December 3, 2004, the Company issued to Mr. Adil Saleh warrants to
purchase up to 150,000 shares of common stock at an exercise price of $2.00 per
share through September 30, 2007 pursuant to a Consulting Agreement previously
filed with the SEC.  The warrants shall vest and be exercisable as follows:
50,000 warrants shall vest on March 31, 2005, an additional 50,000 warrants
shall vest on June 30, 2005, and the remaining 50,000 warrants shall vest on
September 30, 2006.  If the Company terminates the consulting agreement prior to
September 30, 2006, all of the unvested warrants shall


                                       25
<PAGE>
immediately become vested.  If Mr. Saleh terminates the his consulting agreement
prior September 30, 2005, any unvested warrants shall be forfeit by him and be
canceled.

     The Company issued to Ananda Capital Partners, Inc. 100,000 shares of
common stock pursuant to a consulting agreement under which Ananda agreed to
provide financial and investor public relations service and related matters in
the United States.  A copy of the agreement previously has been filed with the
SEC.

     The Company issued to DD Investment 400,000 shares of common stock pursuant
to a consulting agreement under which DD Investment agreed to provide consulting
services in connection with financial and investor public relations and related
matters in Germany.  A copy of the agreement previously has been filed with the
SEC.

     The Company issued to BX Inc. ("BX") 950,000 shares of common stock and
warrants to purchase 475,000 shares of common stock ("Underlying Shares") at an
exercise price of $2.00 per share through September 30, 2006 pursuant to an
agreement under which it agreed to compensate BX for services rendered with
respect to the acquisition by the Company of the Technology.    A copy of the
agreement previously has been filed with the SEC.

     The Company issued to Integrated Inventions (Canada) Inc. ("III") 727,222
shares of common stock and warrants to purchase 363,611 shares of common stock
at an exercise price of $2.00 per share through September 30, 2006 pursuant to
an agreement under which it agreed to compensate III for services rendered with
respect to the acquisition by the Company of the Technology and reimburse it for
expenses incurred in connection with such acquisition.  A copy of the agreement
previously has been filed with the SEC.

     The Company issued to Current Capital Corp. options to purchase 200,000
shares of common stock at an exercise price of $2.00 per share through September
30, 2006 pursuant a consulting agreement under which Current Capital agreed to
provide financial and investor public relations service and related matters in
Canada.  The Company issued the common stock pursuant to the exemption from the
registration provisions of the Securities Act afforded by Section 4(2) thereof.
A copy of the agreement is appended as an exhibit to this report.  A copy of the
agreement previously has been filed with the SEC.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.

     The following discussion should be read together with our Financial
Statements and the Notes related to those statements, as well as the other
financial information included in this Form 10-KSB. Some of our discussion is
forward-looking and involves risks and uncertainties. For information regarding
risk factors that could have a material adverse effect on our business, refer to
Item I of this Form 10-KSB, "DESCRIPTION OF BUSINESS - Risk Factors" and
"CAUTIONARY NOTICE REGARDING FORWARD LOOKING STATEMENTS."

PLAN OF OPERATION

     We anticipate generating revenues during the next 12 months from a testing
program to assess the feasibility of drugs subject to delivery by way of our
transdermal delivery system.  We also anticipate entering into agreements within
the next 12 months pursuant to which we will receive licensing and royalty fees.
Our objective is to exploit our technology through the development and
commercial introduction of products incorporating existing FDA-approved
compounds into our drug delivery systems.  During the next 12 months we plan to
(i) define products that address unmet medical needs, (ii)


                                       26
<PAGE>
analyze the market potential of such defined products, (iii) develop the
products with and through an appropriate clinical stage partner, and (iv)
collaborate with strategic partners to complete the development of such
products.  See "ITEM 1. DESCRIPTION OF BUSINESS-Business Strategy."

     We believe the Company can generate revenue in the next 12 months by
offering a screening program to pharmaceutical companies to determine whether
existing and newly developed drugs are candidates for delivery by way of our
active transdermal device.  See "ITEM 1. DESCRIPTION OF BUSINESS-Business
Strategy-Suitability Testing."

     Management anticipates that the Company will generate the preponderance of
its revenues from licenses and accompanying royalty streams.  During the next 12
months the Company will seek to negotiate with drug manufacturers that have the
potential to reach the market quickly and on pharmaceutical preparations that
would be favorably received by physicians and patients.  Specifically, we intend
to target pharmaceutical companies that manufacture formulations which not only
are subject to delivery utilizing our transdermal systems but which already are
FDA approved and widely distributed. See "ITEM 1. DESCRIPTION OF
BUSINESS-Business Strategy-License and Royalty Fees."

     To achieve our business plans for the next 12 months, we will need to raise
substantial additional capital for our operations through the sale of debt
and/or equity securities.  We have no cash to fund our operations at this time,
so we plan to offer convertible debt and/or common stock in a private placement
during the first quarter of 2005 to raise minimum proceeds of $2,500,000.  We
believe the proceeds from such a private placement, together with revenues from
suitability testing, will enable us to repay existing obligations, meet current
contingencies, and fund expanded operations.  Because we have no current assets
and are insolvent as of the date of this report, we will not be able to continue
our business without some combination of additional capital and revenue from
suitability testing.

     We have identified facilities that include office and existing laboratory
space that will be sufficient for the next 12 months of our anticipated
operations, without the need for significant expenditures on plant or equipment.
We also anticipate hiring a minimum of five new employees during the next 12
months to enable us to continue research and development of our Technology,
perform suitability testing for pharmaceutical companies, and pursue license
opportunities with potential strategic partners.

     To date, we have focused our research and development activities on
verifying the theories underlying our drug delivery system.   We have only
conducted limited laboratory tests of the technology for the purposes of
determining the viability, safety and efficacy of the scientific theories and
technologies embodied in the technology for the delivery of insulin.  We also
have performed limited testing of the abstract facets of the technology on
humans and animals.  We have not yet constructed a prototype of the device
utilizing the miniature technology to be incorporated into the product we hope
to offer commercially.

     During the next 12 months we plan to conduct extensive additional animal
and human trials and develop a prototype of the device we hope to commercialize.
See "ITEM 1. DESCRIPTION OF BUSINESS-Research and Development Activities."

OFF-BALANCE SHEET ARRANGEMENTS.

     None.


                                       27
<PAGE>
ITEM  7.  FINANCIAL  STATEMENTS

     The  Company  submits with this report the financial statements and related
information  listed  in  the Index to Financial Statements on page F-1 following
this  report's  signature  page.

ITEM  8.  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING AND
FINANCIAL  DISCLOSURE

     None.

ITEM 8A. CONTROLS AND PROCEDURES.

     Under the supervision and with the participation of our management,
including our interim Chief Executive Officer and Chief Financial Officer, we
evaluated the effectiveness of the design and operation of our disclosure
controls and procedures (as defined in Rule 13a-15(e) under the Securities
Exchange Act of 1934 (the "Exchange Act")). Based on that evaluation, our
interim Chief Executive Officer and Chief Financial Officer have concluded that,
as of the end of the period covered by this report, our disclosure controls and
procedures are adequately designed to ensure that the information required to be
disclosed by us in the reports we file or submit under the Exchange Act is
recorded, possessed, summarized and reported, within the time periods specified
in the applicable rules and forms. During the period covered by this Annual
Report on Form 10-KSB, there was no change in our internal control over
financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that
materially effected, or is reasonably likely to materially effect, our internal
control over financial reporting.

ITEM 8B. OTHER INFORMATION

     None

                                    PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

DIRECTORS  AND  EXECUTIVE  OFFICERS.

     The following table sets forth certain information about our directors and
executive officers as of January 7, 2005:

<TABLE>
<CAPTION>
---------------------------------------------------------------------
                                                    Year First
      Name                 Position            Age  Became A Director
      ----                 --------            ---  -----------------
----------------  ---------------------------  ---  -----------------
<S>               <C>                          <C>  <C>

Bruce H. Haglund  Chairman and Director         __       2004

---------------------------------------------------------------------
Bruce K. Redding  Vice President of Licensing   __
                  and Corporate Strategy
---------------------------------------------------------------------
</TABLE>

     Bruce H. Haglund has served as the Chairman of the Company since August 6,
2004.  Mr. Haglund has practiced law in Orange County, California since 1980.
From May 2003 to August 2004, Mr. Haglund was employed as Executive Vice
President and General Counsel of Veterinary Pet Services,


                                       28
<PAGE>
Inc.  In August 2004, Mr. Haglund returned to the private practice of law with
Gibson, Haglund & Paulsen in Irvine, California.  Mr. Haglund will serve as the
interim Chief Executive Officer of the Company until the Company completes its
search for a full-time Chief Executive Officer with pharmaceutical industry
experience.

     Bruce K. Redding, Jr. joined the Company as Vice President of Licensing and
Corporate Strategy on July 9, 2004.  Mr. Redding has been the Chief Executive
Officer of Encapsulation Systems, Inc. ("ESI") since its founding in 1988 and
has been employed by ESI full-time since 1994.

BUSINESS ADVISORY COUNCIL

     In December 2004, the Company established a Business Advisory Council the
members of which may be called upon to provide guidance with respect to the
organization and structure of the Company, business strategy, product
development, product distribution, financing and other matters of importance to
the Board of Directors and management.  The Company has appointed Gary Scott as
the Chairman of the Business Advisory Council.  Mr. Scott serves in such
capacity under the terms of a consulting agreement that is described in "ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS."  The Board of Directors
will consider adding members to the Business Advisory Council when a full Board
of Directors is seated, at which time the board expects to consider compensation
to be paid to such persons.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE.

     Section 16(a) of the Securities Act of 1934 requires the Company's officers
and directors, and greater than 10% stockholders, to file reports of ownership
and changes in ownership of its securities with the Securities and Exchange
Commission.  Copies of the reports are required by SEC regulation to be
furnished to the Company.  Based on management's review of these reports during
the fiscal year ended September 30, 2004, only Bruce Haglund was required to
file reports under Section 16(a) and all such reports were filed late.

CODE OF CONDUCT AND ETHICS

     As yet, we have not adopted a code of conduct and ethics that would apply
to our directors, officers and employees.  We expect to adopt such a code at
such time as we have filled-out our Board of Directors.

ITEM 10.  EXECUTIVE COMPENSATION

DIRECTORS COMPENSATION.

     We currently have no provision for compensating or reimbursing directors.
We expect to adopt such a policy at such time as we have filled-out our Board of
Directors.

EXECUTIVE COMPENSATION.

     The following table sets forth certain information concerning the annual
and long-term compensation of our Chief Executive Officer and our other
executive officer having annual compensation in excess of $100,000 during the
last fiscal year (the Named Executives) for the last three fiscal years.


                                       29
<PAGE>
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------
                                       SUMMARY COMPENSATION TABLE
---------------------------------------------------------------------------------------------------------------
                                                               Long Term Compensation
---------------------------------------------------------------------------------------------------------------
                         Annual Compensation                    Awards                Payouts
---------------------------------------------------------------------------------------------------------------
                                                       Restricted    Securities
Name and                                Other Annual      Stock      Underlying                     All Other
Principle             Salary    Bonus   Compensation    Award(s)    Options/SARs   LTIP Payouts   Compensation
Position       Year    ($)       ($)         ($)           ($)           (#)            ($)            ($)
---------------------------------------------------------------------------------------------------------------
<S>            <C>   <C>       <C>      <C>            <C>          <C>            <C>            <C>
Bruce H.
Haglund,       2004      -0-       -0-            -0-          -0-            -0-            -0-            -0-
Chairman
(1)
---------------------------------------------------------------------------------------------------------------
Zennie         2004  $13,500       -0-            -0-          -0-            -0-            -0-            -0-
Morris (2)             (3)
               2003  $18,000       -0-            -0-          -0-            -0-            -0-            -0-
               2002  $18,000                                   -0-            -0-            -0-            -0-
---------------------------------------------------------------------------------------------------------------
Bruce K.
Redding,       2004      -0-       -0-            -0-          -0-            -0-            -0-            -0-
Vice
President (4)
---------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Mr. Haglund joined the Company as its Chairman on August 6, 2004.
(2) Ms. Morris resigned as President of the Company on July 28, 2004
(3)  All of Ms. Morris's salary for fiscal 2004 was accrued  and deferred.  No
agreement between the Company and Ms. Morris has been reached for the payment of
her past due salary.
(4) Mr. Redding joined the Company as its Vice President of Licensing and
Corporate Strategy on July 29, 2004.  Mr. Redding is employed pursuant to the
terms of an employment agreement which is described under "ITEM 10. EXECUTIVE
COMPENSATION-EMPLOYMENT AGREEMENTS WITH MANAGEMENT."  The Company paid no
compensation to Mr. Redding during the year ended September 30, 2004.

EMPLOYMENT AGREEMENTS WITH MANAGEMENT.

     On July 29, 2004, in accordance with the provisions of the Purchase
Agreement, we entered into an employment agreement with Bruce K. Redding, Jr.
Mr. Redding is one of the inventors of the technologies encompassing the
Intellectual Property and the author or co-author of the various patents pending
transferred to the Company under the Purchase Agreement.  Mr. Redding's
employment agreement provides that he will serve as our Vice President of
Licensing and Corporate Strategy for a period of three years at a salary of
$125,000 in the first year, $150,000 in the second year and $175,000 in the
third year.  The agreement is renewable for two one-year terms at salaries of
$200,000 and $225,000 unless either party shall give the other 90 days prior
notice of its intent not to renew the agreement.  Under the employment
agreement, the Company will pay Mr. Redding a signing bonus of $80,000 in eight
equal installments.  The Company also will provide Mr. Redding with (i) the use
of a car during the term of the agreement, (ii) errors and omissions insurance
for the term of his employment, and (iii) a $1,000,000 life insurance policy
payable at Mr. Redding's discretion.  Under the agreement, Mr. Redding is
obligated to transfer and assign to the Company all inventions and improvements
relating to the Intellectual Property.  Mr. Redding is obligated to maintain all
information relating to the Intellectual Property and the Company in confidence
during the term of the agreement or thereafter.  The Company


                                       30
<PAGE>
may terminate Mr. Redding's employment at any time upon notice from the Company
either (i) upon the determination by the Company that his performance is not
satisfactory for any reason (other than justifiable cause, as described below)
and the giving of notice specifies with reasonable particularity how such
performance is not satisfactory, and Mr. Redding has failed to remedy his
performance to the reasonable satisfaction of the Company within 30 days of such
notice; or (ii) upon the determination by the Company that there is justifiable
cause, such as his conviction of any crime involving the Company's money or
other property or which constitutes a felony or the unauthorized disclosure of
confidential information, any attempt to secure improper personal profit in
connection with the business of the Company or his repeated and willful failure
to comply with his duties under the employment agreement.  If we terminate Mr.
Redding's employment for reasons other than justifiable cause, disability or
death, he will be entitled to receive severance pay in an amount equal to
one-twelfth of the sum of his then annual salary plus the amount of the last
bonus awarded to him for a period equal to one month for each month that he was
employed by the Company, provided however, that in no event shall such period be
less than six months nor more than 12 months.  Mr. Redding may terminate his
employment at any time upon 30 days' prior written notice to the Company.

OPTION GRANTS IN THE LAST FISCAL YEAR

     We have not adopted any form of employee stock option or benefit plan.

FISCAL YEAR-END OPTION NUMBERS AND VALUES

     N/A

EQUITY COMPENSATION PLAN INFORMATION

     N/A

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth information as of January 7, 2005 with
respect to, unless otherwise noted, the beneficial ownership of our common stock
by each person known by us to be the beneficial owner of more than 5% of the
outstanding common stock, by each of our officers and directors, and by all of
our officers and directors as a group.

     For the purpose of this table, the beneficial ownership of a person
includes shares as to which that person has sole or shared power to vote, or to
direct the voting of, a security, or the sole or shared investment power with
respect to common stock (i.e., the power to dispose of, or to direct the
disposition of, a security) as well as shares that the person has the right to
acquire within 60 days (such as upon conversion of convertible securities or
exercise of warrants or options) as of January 7, 2005.  For the purpose of
calculating the ownership percentages for each person listed, we have considered
to be outstanding both the total number shares actually outstanding on January
7, 2005 and the total number of shares that various people then had the right to
acquire within 60 days.

     The table below includes shares of common stock registered in the name of
Encapsulation Systems, Inc. ("ESI").  Bruce K. Redding, Jr., our Vice President
of Licensing and Corporate Strategy is the president, chief executive officer, a
director and the owner of approximately 73% of the capital stock of ESI. These
shares are being held by a third party escrow agent subject to release only as
follows:


                                       31
<PAGE>
     (A)  ESI shall be entitled to distribute a number of the ESI Shares as may
          be required in order to satisfy claims of non-affiliates of ESI, as
          provided in a plan of reorganization of ESI to be approved by the
          Bankruptcy Court.

     (B)  Commencing after July 28, 2005, one ESI Share shall be released to ESI
          for each dollar of gross revenue derived by the Company from the
          commercial exploitation of the Intellectual Property.

     (C)  On February 28, 2007 any ESI Shares held in escrow shall be released
          to ESI.

     ESI shall not be entitled to vote the ESI Shares held in escrow on any
matters put to the Company's stockholders, except as to any proposed capital
reorganization or reclassification with respect to the Company's equity
securities, until they are release from escrow as described above.  While the
ESI Shares are held in escrow, the holders shall be entitled to participate in
any dividends or distributions made by the Company to all holders of Common
Stock and to any payment or distribution upon the liquidation or winding-up of
the Company.

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------
Name of                       Amount of             Percent of Outstanding
Beneficial Owner(1)           Beneficial Ownership  Shares of Class Owned (2)
-------------------           --------------------  -------------------------
-----------------------------------------------------------------------------
<S>                           <C>                   <C>

Bruce H. Haglund                               -0-                       -0-
-----------------------------------------------------------------------------
Encapsulation Systems, Inc.             11,898,922                     45.45%
-----------------------------------------------------------------------------
Zennie Morris                            2,000,000                      7.64%
-----------------------------------------------------------------------------
All officers and directors                     -0-                       -0-
as a group (1 person)
-----------------------------------------------------------------------------
</TABLE>

(1)  The address for each of the persons identified in the foregoing table is
     care of the Company.
(2)  Based on 26,177,222 shares outstanding.

ITEM  12.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS.

     Since October 2003, Ms. Zennie Morris, the former president of the Company,
loaned the Company an aggregate of $59,500, of which $50,000 is evidenced by two
promissory  notes  in  the  amounts of $20,000 and $30,000 (the "Morris Notes").
The  Morris  Notes were due on September 30, 2004 and the $9,500 loan was due on
August  31, 2004.  Pursuant to their terms, the Morris Notes are payable without
interest.  As  of  the  date  hereof,  all  $59,500 of such indebtedness remains
payable  to  Ms.  Morris.

     We are party to employment agreement with Bruce K. Redding, Jr.  Mr.
Redding is one of the inventors of the technologies encompassing the
Intellectual Property and the author or co-author of the various patents pending
transferred to the Company under the Purchase Agreement.  Mr. Redding is the
president, chief executive officer, principal stockholder and a director of ESI,
the entity from which we acquired the Intellectual Property.  The terms of Mr.
Redding's employment agreement are described under "ITEM 10.  EXECUTIVE
COMPENSATION-Executive Compensation."

     Upon the closing of the Purchase Agreement and transfer of the Intellectual
Property to us, we sold all of the shares of our EasyTrivia.com subsidiary to
one of our directors for a price of $200.  We had not derived any revenues from
the EasyTrivia operations and did not expect to generate any revenues from that
company's operations in the near future, if ever.


                                       32
<PAGE>
     On December 3, 2004, we entered into a loan extension agreement with Gary
Scott (the "Extension Agreement"). Pursuant to the Extension Agreement, Mr.
Scott agreed to extend the time in which to repay all sums due under a certain
promissory note originally made by the Company on June 30, 2004 in the principal
amount of $500,000 bearing interest at the rate of 10% per annum and due on the
earlier of the closing date of our acquisition of certain assets from
Encapsulation Systems, Inc. or July 31, 2004 (the "Note"), to no later than
December 17, 2004.  In consideration of the extension of the Note, we agreed:

     -    To pay to Mr. Scott the sum of $600,000, which sum includes (i)
          $500,000 principal amount of the Note, (ii) the previously agreed
          extension fees of $50,000 and $15,000, (iii) an additional $18,287.67
          extension fee for the current extension, and (iv) accrued interest
          through November 30, 2004 of $16,712.33.
     -    To pay Mr. Scott default interest on the Note at the rate of $605.00
          per day from and including December 1, 2004 until the Note is paid in
          full.
     -    To issue to Mr. Scott warrants to purchase up to 100,000 shares of
          common stock at a price of $2.00 per share, expiring on September 30,
          2007, said warrants to be fully vested when issued (the "Extension
          Warrants").
     -    To enter into a consulting agreement with Mr. Scott pursuant to which
          we retain Mr. Scott as an independent contractor to provide consulting
          services with respect to the organization and structure of the
          Company, business strategy, product development, and product
          distribution, and appoints Mr. Scott as the Chairman of our Company's
          Business Advisory Council (the "Consulting Agreement"). In
          consideration for providing such services, we granted to Mr. Scott
          warrants to purchase up to 2,300,000 shares of common stock at a price
          of $2.00 per share, expiring on December 31, 2007 (the "Consulting
          Warrants" and, collectively with the Extension Warrants, the "Scott
          Warrants"). The Consulting Warrants shall vest and be exercisable as
          follows: 575,000 warrants be vest immediately, an additional 575,000
          warrants shall vest on December 31, 2004, an additional 575,000
          warrants shall vest on March 31, 2005, and the remaining 575,000
          Warrants shall vest on June 30, 2005. If the Company terminates the
          Consulting Agreement prior to June 30, 2005, all of the unvested
          warrants shall immediately vest. If Mr. Scott terminates the
          Consulting Agreement prior June 30, 2005, any unvested warrants shall
          be forfeit by him and be canceled.
     -    To register the common stock underlying the Scott Warrants (the "Scott
          Stock") for public resale under the Securities Act of 1933, as amended
          (the "Securities Act") pursuant to the terms of a registration rights
          agreement (the "Registration Rights Agreement"). Under the
          Registration Rights Agreement, we are required to cause a registration
          statement registering the Scott Stock (either by including such shares
          in registration statement it files with the SEC for its own benefit or
          in a separate registration statement) to be filed by March 31, 2005.
          We will bear all costs incident to such registration and the parties
          have agreed to indemnify each other from and against any and all
          losses, damages, liabilities, settlements, judgments or costs arising
          out of or relating to any untrue or alleged untrue statement of a
          material fact contained in any registration statement or prospectus
          which includes the Scott Stock or arising out of or relating to any
          omission or alleged omission of a material fact required to be stated
          in such documents or necessary to make the statements therein not
          misleading, except to the extent that such statements are based on
          information provided by a party.
     -    To deliver all funds raised from the sale by the Company of its
          securities into an escrow account acceptable to Mr. Scott, providing
          for irrevocable instructions to the escrow agent to remit all funds
          received from any such sales to Mr. Scott until all payments due under
          the Note and the Extension Agreement have been made; provided,
          however, that $82,826.96 held in the escrow as of December 3, 2004 and
          up to $17,173.04 deposited into escrow thereafter from the Company's
          fund-raising activities, for a total of $100,000.00, may be utilized
          by the Company for payment of invoices to Encapsulation Systems, Inc.
          ("ESI") and other Company expenses, with not less than


                                       33
<PAGE>
          $33,300 being paid to ESI. Prior to releasing any monies to ESI, the
          Company shall have received from ESI an accounting of the
          disbursements it will make from the $33,300 and assurances from the
          officers of ESI that the disbursement of the funds will be made as set
          forth in the accounting.
     -    To obtain directors' and officers' liability insurance on or as soon
          as practicable after raising the $100,000 referred to above.


ITEM 13.  EXHIBITS

<TABLE>
<CAPTION>
Exhibit Number                           Description                            Location Reference
--------------  --------------------------------------------------------------  ------------------
<S>             <C>                                                             <C>

3.1             Articles of Incorporation                                                       1

3.2             Articles of Incorporation, as amended                                           1

3.3             First Amended and Restated Bylaws                                               1

4.1             Form of Subscription Agreement                                                  1

10.1            Promissory Note payable to Ms. Zennie Morris
                issued by Second Stage Ventures, Inc. issued
                October 24, 2000                                                                1

10.2            Promissory Note payable to Lindlay Equity Fund
                issued by Second Stage Ventures, Inc. on September 15, 2000                     1

10.3            Promissory Note payable to Second Stage Ventures, Inc.
                issued by EasyTrivia.com, Inc. on September 25, 2000                            1

10.4            Share Purchase Agreement dated October 5, 2000 by and
                among Second Stage Ventures, Inc., EasyTrivia.com, Inc.,
                Brad W. Rudover and Brent Snejdar                                               1

10.5            Financing Agreement dated October 5, 2000 by and among
                Second Stage Ventures, Inc., EasyTrivia.com, Inc.,
                Brad W. Rudover and Brent Snejdar                                               1

10.6            Consulting Agreement dated October 5, 2000 by and
                between EasyTrivia.com, Inc., and Brent Snejdar

10.7            Consulting Agreement dated October 5, 2000 by and
                between EasyTrivia.com, Inc. and Brad W. Rudover                                1

10.8            Assignment and Release Agreement dated October 27,
                2000 by and between Brad W. Rudover and Brent Snejdar.                          1

10.9            Website development contract between EasyTrivia.com, Inc.
                and Niche Enterprises dated July 24, 2000.                                      1

10.10           Promissory Note payable to Ms. Zennie Morris issued by
                Second Stage Ventures, Inc. dated January 12, 2001.                             1


                                       34
<PAGE>
10.11           Modification Agreement dated January 19, 2001 by and
                between Brad W. Rudover, EasyTrivia.com, Inc. and
                Second Stage Ventures Inc.                                                      1

10.12           Modification Agreement dated February 6, 2001 by and
                between Brad W. Rudover, EasyTrivia.com, Inc. and
                Second Stage Ventures Inc.                                                      1

10.13           Penny Web Inc. Terms and Conditions.                                            1

10.14           Click Agents Corp. Banner Placement Rules.                                      1

10.15           Lindlay Equity Fund Letter of March 7, 2001.                                    2

10.16           Memorandum of Engagement by and between
                EasyTrivia.com, Inc. and Sage Internet Solutions Ltd.
                dated July 2, 2001.                                                             2

10.17           Modification Agreement dated September 30, 2001 by
                and between Brad W. Rudover, EasyTrivia.com, Inc. and
                Second Stage Ventures Inc.                                                      2

10.18           Modification Agreement dated June 30, 2002 by and
                between Brad W. Rudover, EasyTrivia.com, Inc. and
                Second Stage Ventures Inc.                                                      3

10.19           Agreement with AdDynamix dated October 29, 2002.                                3

10.20           Modification Agreement dated June 30, 2003 by and
                between Brad W. Rudover, EasyTrivia.com, Inc., and
                Second Stage Ventures Inc.                                                      4

10.21           Modification Agreement dated September 30, 2003 by and
                between Brad W. Rudover, EasyTrivia.com, Inc. and
                Second Stage Ventures Inc.                                                      5

10.22           Promissory Note dated October 20, 2003 in favor of
                Zennie Morris.                                                                  5

10.23           Letter of Intent dated January 5, 2004, as amended,
                January 29, 2004.                                                               6

10.24           Promissory Note dated March 1, 2004 in favor of
                Ms. Zennie Morris.                                                              7

10.25           Promissory Note dated May 14, 2004 in favor of
                Ms. Zennie Morris.                                                              8

10.26           Asset Purchase Agreement dated June 9, 2004 by and
                among Second Stage Ventures, Inc., Encapsulation Systems,
                Inc. and Echo RX, Inc.                                                          8


                                       35
<PAGE>
10.27           Promissory Note in the principal amount of $500,000 dated
                June 30, 2004 made by Second Stage Ventures, Inc. in favor
                of Gary Scott.                                                                  8

10.28           Amendment to Asset Purchase Agreement dated July 28,
                2004 by and among Second Stage Ventures, Inc.,
                Encapsulation Systems, Inc. and Echo RX, Inc.                                   8

10.29           Promissory Note dated July 28, 2004 made by Second Stage
                Ventures in favor of Encapsulation Systems, Inc.                                8

10.30           Patent Security Agreement dated July 28, 2004 made
                by Second Stage Ventures, Inc. in favor of
                Encapsulation Systems, Inc.                                                     8

10.31           Employment Agreement date July 28, 2004 between Second
                Stage Ventures, Inc. and Bruce K. Redding, Jr.                                  8

10.32           Amendment dated July 28, 2004, to Promissory Note dated
                June 30, 2004 in the principal amount of $500,000 executed
                in favor of Gary Scott.                                                         9

10.33           Asset Purchase Agreement dated July 23, 2004 between
                Valcor Resources, Inc., a wholly owned subsidiary of the
                registrant, and Valcor S.A. Nicaragua.                                          9

10.34           Share Purchase Agreement dated July 28, 2004 between
                Second Stage Ventures, Inc. and Brad Rudover.                                   9

10.32           Agreement between Dermisonics, Inc. and Integrated
                Inventions (Canada) Inc. dated October 18, 2004.                               10

10.33           Warrant Agreement issued by Dermisonics, Inc. in favor
                of Integrated Inventions (Canada) Inc. dated October 18, 2004.                 10

10.35           Agreement between Dermisonics, Inc. and BX Inc. dated
                October 18, 2004.                                                              10

10.36           Registration Rights Agreement between Dermisonics, Inc.
                and BX Inc. dated October 18, 2004.                                            10

10.37           Warrant Agreement issued by Dermisonics, Inc. in favor of
                BX Inc. dated October 18, 2004.                                                10

10.38           Agreement between Dermisonics, Inc. and Ananda Capital
                Partners, Inc. dated October 18, 2004.                                         10

10.39           Registration Rights Agreement between Dermisonics, Inc.
                and Ananda Capital Partners, Inc. dated October 18, 2004.                      10


                                       36
<PAGE>
10.40           Agreement between Dermisonics, Inc. and DD Investment
                dated October 18, 2004.                                                        10

10.41           Agreement between Dermisonics, Inc. and Current Capital
                Corp. dated October 18, 2004.                                                  10

10.42           Warrant Agreement issued by Dermisonics, Inc. in favor of
                Current Capital Corp. dated October 18, 2004.                                  10

10.43           Registration Rights Agreement between Dermisonics, Inc.
                and Current Capital Corp. dated October 18, 2004.                              10

10.45           Extension Agreement between Dermisonics, Inc. and
                Gary Scott dated December 3, 2004.                                             11

10.46           Consulting Agreement between Dermisonics, Inc. and
                Gary Scott dated December 3, 2004.                                             11

10.47           Warrant Agreement issued by Dermisonics, Inc. in favor
                of Gary Scott dated December 3, 2004.                                          11

10.48           Registration Rights Agreement between Dermisonics, Inc.
                and Gary Scott dated December 3, 2004.                                         11

10.49           Consulting Agreement between Dermisonics, Inc. and
                Adil Saleh dated December 3, 2004.                                             11

10.50           Warrant Agreement issued by Dermisonics, Inc. in favor
                of Adil Saleh dated December 3, 2004.                                          11

10.51           Registration Rights Agreement between Dermisonics, Inc.
                and Adil Saleh dated December 3, 2004.                                         11

16.1            Letter on Change of Certifying Accountant                                       1

21.1            Subsidiaries of the Registrant.                                                 1

31.1            Certification of Acting Principal Executive Officer and
                Acting Principal Financial Officer pursuant to Section 302
                of the Sarbanes-Oxley Act of 2002.                                             12

32.1            Certification of Acting Principal Executive Officer and
                Acting Principal Financial Officer pursuant to Section 906
                of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350.                     12
</TABLE>

(1) Previously filed as an exhibit to the registrant's registration statement on
Form SB-2 on March 12, 2001 as amended May 10, 2001.


                                       37
<PAGE>
(2) Previously filed as an exhibit to the registrant's annual report on Form
10-KSB on December 28, 2001.

(3) Previously filed as an exhibit to the registrant's Form 10-QSB for the
period ended June 30, 2002.

(4) Previously filed as an exhibit to the registrant's Form 10-QSB for the
period ended June 30, 2003.

(5) Previously filed as an exhibit to the registrant's Form 10-KSB for the
fiscal year ended September 30, 2003.

(6) Previously filed as an exhibit to the registrant's Form 8-K on January 7,
2004.

(7) Previously filed as an exhibit to the registrant's Form 10-QSB for the
period ended March 31, 2004.

(8)  Previously  filed  as an exhibit to the registrant's Current Report on Form
8-K  as  filed  with  the  Commission  on  August  12,  2004.

(9)  Previously  filed  as  an  exhibit  to the registrant's Form 10-QSB for the
period  ended  June  30,  2004

(10)  Previously  filed as an exhibit to the registrant's Current Report on Form
8-K  as  filed  with  the  Commission  on  October  21,  2004.

(11)  Previously  filed as an exhibit to the registrant's Current Report on Form
8-K  as  filed  with  the  Commission  on  December  9,  2004

(12)  Filed  herewith.


ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES

PRINCIPAL  ACCOUNTANT  FEES  AND  SERVICES

Audit  Fees

     The  aggregate  fees  billed  by  Peterson  Sullivan  PLLC for professional
services  related  to  the  in-progress  audit  of  the  Company's  consolidated
financial  statements for the fiscal year ended September 30, 2004, were $2,500.
The  reviews  of the consolidated condensed financial statements included in the
Company's  quarterly reports on Forms 10-QSB for the fiscal year ended September
30,  2004, were performed by Peterson Sullivan PLLC. The fees billed by Peterson
Sullivan  PLLC  for  those  services plus its consent were $9,471. The aggregate
fees  billed by Peterson Sullivan PLLC in connection with the year end audit and
quarterly  reviews  for  the fiscal year ended September 30, 2003, were $15,925.

Audit-Related  Fees

     There  were  no  aggregate  fees  billed  by  Peterson  Sullivan  PLLC  for
audit-related  services  for  the fiscal years ended September 30, 2003 or 2004.

Tax  Services

     The aggregate fees billed by Peterson Sullivan PLLC for tax services during
the  fiscal  years  ended  September  30, 2004 and 2003, were $1,279 and $1,977,
respectively.


                                       38
<PAGE>
                                   SIGNATURES

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


                                   By:  /s/ Bruce Haglund
                                        -----------------
                                   Name: Bruce Haglund
                                   Title: Chairman, Principal Executive Officer
                                   and  Principal Accounting Officer
                                   Dated: January 13, 2005


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

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------

      Person          Capacity                                              Date
      ------          --------                                              ----

-----------------------------------------------------------------------------------------
<S>                <C>                                                   <C>
/s/ Bruce Haglund  Chairman, Acting Principal Executive Officer, Acting  January 13, 2005
-----------------  Principal Financial Officer and Acting Principal
Bruce Haglund      Accounting Officer

-----------------------------------------------------------------------------------------
</TABLE>


                                       39
<PAGE>
ITEM  7.  FINANCIAL STATEMENTS



                        DERMISONICS, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)


                                FINANCIAL REPORT


                               SEPTEMBER 30, 2004


<PAGE>
<TABLE>
<CAPTION>
                                C O N T E N T S

                                                           PAGE
<S>                                                        <C>

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM       1

FINANCIAL STATEMENTS

    CONSOLIDATED BALANCE SHEET . . . . . . . . . . . .        2
    CONSOLIDATED STATEMENTS OF OPERATIONS . . . . . . .       3
    CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY . .        4
    CONSOLIDATED STATEMENTS OF CASH FLOWS . . . . . . .       5
    NOTES TO FINANCIAL STATEMENTS . . . . . . . . . . .  6 - 13
</TABLE>


<PAGE>
PETERSON SULLIVAN PLLC                       TEL 206.382.7777 - FAX 206.382.7700

CERTIFIED PUBLIC ACCOUNTANTS
601 UNION STREET, SUITE 2300
SEATTLE, WASHINGTON 98101

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
             -------------------------------------------------------


To the Board of Directors
  and Stockholders
Dermisonics, Inc.
West Conshohocken, Pennsylvania


We have audited the accompanying consolidated balance sheet of Dermisonics, Inc.
and  Subsidiary  (a development stage company) as of September 30, 2004, and the
related  consolidated  statements  of operations, stockholders' equity, and cash
flows  for  the years ended September 30, 2004 and 2003, and for the period from
September  1,  2000  (date  of inception) to September 30, 2004. These financial
statements  are  the  responsibility  of  the  Company's  management.  Our
responsibility  is  to express an opinion on these financial statements based on
our  audits.

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

In  our  opinion,  the financial statements referred to above present fairly, in
all  material respects, the consolidated financial position of Dermisonics, Inc.
and  Subsidiary  (a development stage company) as of September 30, 2004, and the
consolidated  results  of  their  operations  and their cash flows for the years
ended  September  30,  2004  and 2003, and for the period from September 1, 2000
(date  of  inception)  to  September  30,  2004,  in  conformity with accounting
principles  generally  accepted  in  the  United  States.

The  accompanying  financial  statements have been prepared assuming the Company
will  continue  as  a  going  concern.  As  discussed in Note 4 to the financial
statements,  the Company remains in the development stage and as a result of not
yet  generating  significant  revenues, has experienced recurring losses and has
liabilities  in  excess  of liquid assets that raise substantial doubt about its
ability to continue as a going concern.  The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.

/s/  Peterson Sullivan PLLC

Peterson Sullivan PLLC
Seattle, Washington
January 8, 2005


                                        1
<PAGE>
<TABLE>
<CAPTION>
                   DERMISONICS, INC. AND SUBSIDIARY
                     (A Development Stage Company)

                      CONSOLIDATED BALANCE SHEET
                          September 30, 2004


      ASSETS

<S>                                                       <C>
Current Assets
  Cash                                                    $         -
Patent Rights                                              19,200,000
Trademarks                                                    248,594
                                                          ------------
                                                          $19,448,594
                                                          ============

      LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities
  Accounts payable and accrued expenses                   $   459,068
  Due to shareholder company                                  375,000
  Interest payable                                             30,999
  Short-term note payable to stockholder                       59,500
  Short-term note payable                                     500,000
  Current portion of long-term debt                           651,263
                                                          ------------
      Total current liabilities                             2,075,830

Long-term Debt, less current portion                        1,257,331

Stockholders' Equity
  Common stock, $.005 par value; 100,000,000 shares
    authorized; 24,000,000 shares issued and outstanding      120,000
  Common stock issuable, 1,677,222 shares                       8,386
  Additional paid-in capital                               20,432,921
  Deficit accumulated during the development stage         (4,445,874)
                                                          ------------
                                                           16,115,433
                                                          ------------
                                                          $19,448,594
                                                          ============
<FN>

                        See Notes to Financial Statements
</TABLE>


                                        2
<PAGE>
<TABLE>
<CAPTION>
                        DERMISONICS, INC. AND SUBSIDIARY
                          (A Development Stage Company)

                       CONSOLIDATED STATEMENTS OF OPERATIONS
        For the Years Ended September 30, 2004 and 2003, and for the Period
         from September 1, 2000 (Date of Inception), to September 30, 2004


                                                                        Cumulative
                                                                        During the
                                                                        Development
                                                                          Stage
                                                  2004        2003
                                              ------------  ---------  ------------
<S>                                           <C>           <C>        <C>
Revenue                                       $         -   $      -   $         -
Expenses
  Professional fees and consulting              3,548,341     50,088     3,885,472
  Compensation                                    100,833                  100,833
  Loan fees                                        83,288                   83,288
  Travel                                          122,290                  122,290
  General and administrative                       72,891      5,304        89,605
  Interest expense                                 30,999                   42,587
                                              ------------  ---------  ------------
      Total expenses                            3,958,642     55,392     4,324,075
                                              ------------  ---------  ------------
Discontinued Operations
  Loss from operations of discontinued
    segment, including loss on
    disposal of $362 in 2004                      (34,506)   (27,109)     (121,799)
                                              ------------  ---------  ------------
      Net loss                                $(3,993,148)  $(82,501)  $(4,445,874)
                                              ============  =========  ============
Net Loss Per Share (basic and fully diluted)
  Continuing operations                       $     (0.27)  $  (0.01)  $     (0.40)
  Discontinued operations                           (0.00)     (0.00)        (0.01)
                                              ------------  ---------  ------------
      Net loss per share                      $     (0.27)  $  (0.01)  $     (0.41)
                                              ============  =========  ============
<FN>

                        See Notes to Financial Statements
</TABLE>


                                        3
<PAGE>
<TABLE>
<CAPTION>
                                             DERMISONICS, INC. AND SUBSIDIARY
                                               (A Development Stage Company)

                                      CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                                        For the Years Ended During the Period from
                               September 1, 2000 (Date of Inception) to September 30, 2004


                                                                                                 Deficit
                                                                Common Stock                   Accumulated
                                           Common Stock            Issuable      Additional    During the
                                       --------------------  ------------------  Paid-in       Development
                                         Shares    Amount     Shares    Amount     Capital        Stage         Total
                                       ----------  --------  ---------  -------  -----------  -------------  ------------
<S>                                    <C>         <C>       <C>        <C>      <C>          <C>            <C>
Issuance of Common Stock for Cash
  September 2000                        2,000,000  $ 10,000                      $         -  $          -   $    10,000
Net Loss for 2000                                                                                  (16,588)      (16,588)
                                       ----------  --------  ---------  -------  -----------  -------------  ------------
Balance, September 30, 2000             2,000,000    10,000                                -       (16,588)       (6,588)

Issuance of Common Stock for Cash
  May 2001                              2,630,000    13,150                          110,460                     123,610
  June 2001                             5,040,000    25,200                          211,680                     236,880
  July 2001                               646,000     3,230                           27,132                      30,362
  August 2001                           1,684,000     8,420                           70,728                      79,148
Net Loss for 2001                                                                                 (234,141)     (234,141)
                                       ----------  --------  ---------  -------  -----------  -------------  ------------
Balance, September 30, 2001            12,000,000    60,000                          420,000      (250,729)      229,271
Net Loss for 2002                                                                                 (119,496)     (119,496)
                                       ----------  --------  ---------  -------  -----------  -------------  ------------
Balance, September 30, 2002            12,000,000    60,000                          420,000      (370,225)      109,775
Net Loss for 2003                                                                                  (82,501)      (82,501)
                                       ----------  --------  ---------  -------  -----------  -------------  ------------
Balance, September 30, 2003            12,000,000    60,000                          420,000      (452,726)       27,274
Common Stock Issuable:
  Services received in April 2004                            1,677,222    8,386    2,339,725                   2,348,111
Warrants Issuable:
  Services received in April 2004                                                    693,196                     693,196
Issuance of Common Stock
  for Purchase of Assets in July 2004  12,000,000    60,000                       16,980,000                  17,040,000
Net Loss for 2004                                                                               (3,993,148)   (3,993,148)
                                       ----------  --------  ---------  -------  -----------  -------------  ------------
Balance, September 30, 2004            24,000,000  $120,000  1,677,222  $ 8,386  $20,432,921  $ (4,445,874)  $16,115,433
                                       ==========  ========  =========  =======  ===========  =============  ============
<FN>

                        See Notes to Financial Statements
</TABLE>


                                        4
<PAGE>
<TABLE>
<CAPTION>
                                DERMISONICS, INC. AND SUBSIDIARY
                                 (A Development Stage Company)

                              CONSOLIDATED STATEMENTS OF CASH FLOWS

               For the Years Ended September 30, 2004 and 2003, and for the Period
                from September 1, 2000 (Date of Inception), to September 30, 2004


                                                                                Cumulative During
                                                                                 the Development
                                                       2004         2003              Stage
                                                   ------------  -----------  -------------------
<S>                                                <C>           <C>          <C>
Cash Flows From Operating Activities
  Net loss                                         $(3,993,148)  $  (82,501)  $       (4,445,874)
  Adjustments to reconcile net loss to
    net cash used in operating activities
    Depreciation                                            43          136                  315
    Amortization                                        11,298       15,064               40,231
  Impairment of software development costs              11,301                            11,301
  Impairment of goodwill                                 9,512                             9,512
  Loss on sale of subsidiary                               362                               362
  Issuance of common stock and warrants
     for services and expenses                       3,041,307                         3,041,307
  Change in operating assets and liabilities, net
    of effects from purchase of subsidiary
    Accounts payable and accrued expenses              450,426       (7,358)             457,050
    Due to shareholder company                         375,000                           375,000
    Interest payable                                    30,999                            30,999
                                                   ------------  -----------  -------------------

        Net cash used in operating activities          (62,900)     (74,659)            (479,797)

Cash Flows From Investing Activities
  Purchase of subsidiary                                                                    (200)
  Purchase of patent rights and trademarks            (500,000)                         (500,000)
  Purchase of furniture and equipment                                                       (677)
  Web site development costs                                                             (13,246)
  Cash acquired in purchase of subsidiary                                                 14,420
  Advance to subsidiary                                                                  (60,000)
                                                   ------------  -----------  -------------------

        Net cash flows used in investing
          activities                                  (500,000)                         (559,703)

Cash Flows From Financing Activity
  Loan proceeds from short-term note payable
    to stockholder                                      59,500                            59,500
  Loan proceeds from short-term note payable           500,000                           500,000
  Net proceeds from issuance of common stock                                             480,000
                                                   ------------  -----------  -------------------

        Net cash provided by financing activities      559,500                         1,039,500
                                                   ------------  -----------  -------------------

        Net decrease in cash                            (3,400)                          (74,659)

Cash, beginning of period                                3,400       78,059
                                                   ------------  -----------  -------------------

Cash, end of period                                $         -   $    3,400   $                -
                                                   ============  ===========  ===================

Cash paid for interest                             $         -   $        -   $           11,500
                                                   ============  ===========  ===================
<FN>

                              See Notes to Financial Statements
</TABLE>


                                        5
<PAGE>
                          NOTES TO FINANCIAL STATEMENTS


NOTE 1.  THE  COMPANY  AND  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

THE COMPANY
-----------

Dermisonics,  Inc.,  (formerly  known  as  Second  Stage  Ventures,  Inc.) ("the
Company"),  a  development stage company, was incorporated under the laws of the
State  of  Nevada  on September 1, 2000.  In October 2000, the Company purchased
100%  of  the  outstanding  shares  of  common  stock of EasyTrivia.com, Inc. (a
Development  Stage  Company)  ("EasyTrivia").  EasyTrivia  developed  an
internet-based  entertainment  website  that features a trivia game show format.
In  July  2004, the director of EasyTrivia repurchased all outstanding shares in
EasyTrivia  for  $200  consistent  with  a  share purchase agreement between the
Company  and  the  director.  At  the  time  of  the decision to sell EasyTriva,
management  had  determined  that  the  value  of  intangible  assets related to
EasyTriva  had been impaired.  An impairment loss was recorded to give effect to
a  write-down of these assts to the net realizable value of the agree-upon sales
price  of  $200  prior  to  the  sale  date.

On  July  28,  2004,  the  Company  entered  into  an  Asset  Purchase Agreement
("Purchase  Agreement")  with  Encapsulation  Systems, Inc. and its wholly-owned
subsidiary,  Echo  RX,  Inc.  (collectively,  "ESI")  and  acquired  certain
intellectual  property  encompassing  a  new  type of non-invasive drug delivery
system  more  commonly  known  as a transdermal patch ("Intellectual Property").
Under  the  Purchase Agreement, the Company paid an aggregate purchase price for
the  Intellectual  Property  of  $19,448,594,  consisting  of  cash of $500,000,
long-term  notes  payable in the total amount of $1,908,594, and the issuance of
common stock valued at $17,040,000 on the effective date of the purchase.  Also,
the  Company  will pay an annual royalty equal to 2.5% of gross revenues derived
from  the  Intellectual Property to be paid for the life of all related patents,
and  any  allowable regulatory extensions, or for 20 years, whichever is longer.

When  the  Company  entered  into the Purchase Agreement, ESI was an involuntary
debtor under Chapter 7 of the United States Bankruptcy Code in the United States
Bankruptcy  Court for the Eastern District of Pennsylvania ("Bankruptcy Court").
ESI's  sale  of  the Intellectual Property on the terms provided in the Purchase
Agreement  was  made  upon  order of the Bankruptcy Court, pursuant to which the
Company is entitled to all of the protections provided to a good faith purchaser
of  assets  out  of  bankruptcy.

Upon  the  closing  of  the  Purchase  Agreement,  the  management  and Board of
Directors of the Company resigned and a new Chairman was appointed and serves as
an  interim  Chief Executive Officer.  The Chairman also serves as the Company's
sole  director.

In  2004,  the  Company  also  founded  Valcor  Resources,  Inc., a wholly-owned
subsidiary,  for  the  purpose  of  pursuing  an  investment  in  certain timber
operations.  During  the year, the Company decided not to pursue this investment
and  distributed  all  of  its  shares  in  this  subsidiary  to  the  Company's
shareholder.  No  gain  or  loss  resulted  in  any  of  these  transactions.


                                        6
<PAGE>
As indicated in the accompanying financial statements, the Company's accumulated
deficit  during  the  development  stage  totaled $4,445,874 for the period from
September  1,  2000  (date of inception) to September 30, 2004.  The Company has
sold  its  only  operating subsidiary and has not generated any revenue from the
recently  purchased  assets.  The  Company's successful attainment of profitable
operations  is  dependent  on  future  events,  including  obtaining  additional
financing to sustain its operations while it pursues its business plan (see Note
8).

BASIS OF PRESENTATION
---------------------

The  2003  consolidated financial statements include the accounts of the Company
and  its  wholly-owned  subsidiary.  The Company's subsidiary was disposed of in
2004.  Significant  intercompany accounts and transactions have been eliminated.

RECLASSIFICATION
----------------

Certain  amounts  in  the  prior year financial statements were reclassified for
purposes  of  comparability  to  the  current  year  presentation.

CASH
----

Cash includes highly liquid investments with original maturities of three months
or  less  and are generally interest bearing.  On occasion, cash balances exceed
the  federally  insured  limits.

TAXES ON INCOME
---------------

Deferred  income taxes are provided based on the estimated future tax effects of
temporary  differences  between financial statement carrying amounts of existing
assets  and  liabilities  and  their respective tax bases, and for net operating
loss  carryforwards.

Deferred  tax  assets  and liabilities are measured using enacted tax rates that
are  expected  to  apply to taxable income in the years in which those temporary
differences  and  carryforwards  are  expected  to be recovered or settled.  The
effect  on  deferred  tax  assets  and  liabilities  of a change in tax rates is
recognized  in  income  in  the  period  that  includes  the  enactment date.  A
valuation  allowance is established when necessary to reduce deferred tax assets
to  the  amount  expected  to  be  realized.

GOODWILL
--------

In connection with the acquisition of EasyTrivia, the Company recorded $9,512 of
goodwill.  As  a  result  of the sale of EasyTrivia, the Company determined that
goodwill  was  impaired  and the entire amount was written off during the fiscal
year ended September 30, 2004.  The goodwill impairment is included in loss from
operations  of  discontinued  segment.


                                        7
<PAGE>
SOFTWARE  AND  WEB  SITE  DEVELOPMENT  COSTS
--------------------------------------------

The  costs  of  computer software developed or obtained for internal use, during
the  preliminary  project  phase,  as  defined  under Statement of Position 98-1
"Accounting  for  the  Costs  of  Computer  Software  Developed  or Obtained for
Internal  Use,"  are  expensed  as incurred.  The costs of web site development,
during  the planning stage, as defined under Emerging Issues Task Force No. 00-2
"Accounting for Web Site Development Costs," are expensed as incurred.  Computer
software  and  web  site  development  costs incurred during the application and
infrastructure  development  stage, including external direct costs of materials
and services consumed in developing the software, creating graphics and web site
content,  payroll,  and  interest  costs, are capitalized and amortized over the
estimated  useful  life,  beginning when the software is ready for use and after
all substantial testing is completed and the web site is operational.

As  of April 1, 2002, the website became fully operational and the Company began
recognizing  amortization  of  these  costs.  Accumulated  amortization  of  the
software  and  website  development costs as of September 30, 2004, was $33,895.
Any  costs  incurred  since  the  website  and  related  software  have  become
operational  have  been  expensed  as  incurred.

As  described  in  Note 1, the Company sold EasyTrivia to its original owner for
$200.  Therefore,  the  unamortized  software  and  website development costs of
$11,301  had been written down to the selling price during the year and included
in  the  loss  from  operations  of  discontinued  segment.

DISCONTINUED  OPERATIONS
------------------------

As  described  in  Note  1, in July 2004, the Company sold all of the issued and
outstanding shares of EasyTriva, Inc. and, accordingly, the operating results of
this  subsidiary  have  been  presented  as  discontinued  operations  in  these
financial  statements.  Operations of this subsidiary have generated no revenues
since  inception.

SEGMENT  REPORTING
------------------

The  Company  operates  in  only  one  segment  since  its  disposal  of  its
internet-based  entertainment  website.

INTANGIBLE ASSETS
-----------------

Patent  rights  and  trademarks  are  recorded  at cost.  At September 30, 2004,
management  believes  the patent rights and trademarks have indefinite lives and
are therefore not subject to amortization but are tested for impairment at least
annually.


                                        8
<PAGE>
EARNINGS  PER  SHARE
--------------------

Basic  earnings  per  share  is  computed by dividing income available to common
shareholders  by the weighted average number of common shares outstanding in the
period.  Diluted  earnings  per  share  takes  into  consideration common shares
outstanding  (computed  under basic earnings per share) and potentially dilutive
common  shares.  Warrants  issuable  for  services  rendered  in  2004  were not
included  in  the  computation  of diluted earrings per share for the year ended
September  30,  2004,  because  they were anti-dilutive.  During the fiscal year
2004,  services  were received by the Company for common shares that were issued
subsequent  to year end.  For purposes of earnings per share computations, these
issuable  shares  have  been included as outstanding as of the date the services
were  received  by  the  Company  (see  Note 6).  The weighted average number of
shares  outstanding  was 14,799,494 and 12,000,000 for the years ended September
30, 2004 and 2003, respectively, and 10,725,283 for the period cumulative during
the  development  stage.

STOCK SPLIT
-----------

During  2004,  the  Board of Directors approved a two-for-one stock split of the
common  stock.  Par  value  of the common stock was revised to $0.005 per share.
The  effect  of  the  stock split has been recognized in all share and per share
data  in  the  accompanying  consolidated  financial statements and notes to the
financial  statements.

ESTIMATES
---------

The  preparation  of  these  financial  statements in conformity with accounting
principles  generally  accepted in the United States requires management to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities  and  disclosure of contingent assets and liabilities at the date of
these  financial  statements  and  the reported amounts of revenues and expenses
during  the  period.  Actual  results  could  differ  from  these  estimates.

COMPREHENSIVE  INCOME
---------------------

The  Company  had  no  elements  of  comprehensive  income  for  the period from
September  1,  2000  to  September  30,  2004.

NEW  ACCOUNTING  STANDARDS
--------------------------

Statement  of  Financial  Accounting  Standards  No.  151,  "Inventory Costs" is
effective for fiscal years beginning after June 15, 2005.  This Statement amends
the  guidance  in  APB  No.  43,  Chapter  4, "Inventory Pricing" to clarify the
accounting  for  abnormal  amounts  of  idle facility expense, freight, handling
costs,  and wasted material (spoilage).  The adoption of SFAS 151 is expected to
have  no  impact  on  the  Company's  consolidated  financial  statements.


                                        9
<PAGE>
Statement of Financial Accounting Standards No. 152, "Accounting for Real Estate
Time-Sharing  Transactions"  is  effective for fiscal years beginning after June
15,  2005.  This Statement amends FASB Statement No. 66, Accounting for Sales of
Real  Estate,  to  reference the financial accounting and reporting guidance for
real  estate  time-sharing  transactions  that is provided in AICPA Statement of
Position  (SOP)  04-2, Accounting for Real Estate Time-Sharing Transactions. The
adoption of SFAS 152 is expected to have no impact on the Company's consolidated
financial  statements.

Statement  of  Financial Accounting Standards No. 153, "Exchanges of Nonmonetary
Assets-an  amendment  of  APB  Opinion  No.  29"  is  effective for fiscal years
beginning  after  June  15,  2005.  This  Statement addresses the measurement of
exchange  of  nonmonetary  assets  and  eliminates the exception from fair value
measurement  for nonmonetary exchanges of similar productive assets in paragraph
21(b)  of  APB  Opinion  No.  29,  Accounting  for Nonmonetary Transactions, and
replaces  it  with  an  exception  for  exchanges  that  do  not have commercial
substance.  The  adoption  of  SFAS  153  is  expected  to have no impact on the
Company's  consolidated  financial  statements.



NOTE 2.  ACQUISITION  OF  INTELLECTUAL  PROPERTY

As  described in Note 1, the Company purchased Intellectual Property in exchange
for  12,000,000  shares  of  common  stock, notes payable in the total amount of
$1,908,594, and cash of $500,000.  The aggregate purchase price was allocated to
the  value  of  assets  acquired  as  follows:


          Patent rights                      $19,200,000
          Trademarks                             248,594
                                             -----------
                                             $19,448,594
                                             ===========

NOTE 3.  DUE  TO  SHAREHOLDER  COMPANY

On  April  30,  2004, the Company entered into an oral agreement with Integrated
Inventions  (Canada), Inc. ("III") for services III rendered with respect to the
acquisition  by  the  Company  of the Intellectual Property described in Note 1.
The  Company issued shares in partial consideration for these services (see Note
6).  The  unpaid  balance  due  for  these  services  amounted to $375,000 as of
September  30,  2004.


NOTE.  4.  SHORT-TERM  NOTES  PAYABLE

The  Company  has  a  $59,500 loan from one of its former officers.  The Company
issued  a  promissory note for the loan which bears no interest.  The total loan
balance was due on August 31, 2004.  The loan is currently in default.  There is
no  default  interest  rate.


                                       10
<PAGE>
On  June  30,  2004, the Company also received a $500,000 loan from an unrelated
individual  in  connection  with  the purchase of the Intellectual Property from
ESI.  The $500,000 was used for part of the consideration for the acquisition of
the  Intellectual  Property.  The  loan bears interest at 10% and was originally
due  on  July  28, 2004.  The due date of this note was extended to December 17,
2004.  A  related  loan  fee  of  $83,288  is included in accounts payable as of
September  30,  2004.  Interest  expense  accrued  as of September 30, 2004, was
$18,288.  Subsequent to year end, the note was not paid at its extended due date
and  is  in  default  (see  Note  9).



NOTE  5.  LONG-TERM  DEBT

As  described  in  Note 2, the Company has two long-term notes payable to ESI in
connection  with  the Purchase Agreement.  For one note, the principal amount is
$1,826,734 and is due on December 1, 2006.  Installment payments of $250,000 are
to  be  paid  quarterly starting March 1, 2005.  The note has no stated interest
but  interest  has been imputed at 6.25%.   The interest payable on this note as
of  September  30,  2004  was  $20,019.  The note is secured by the Intellectual
Property.

A  second  note  in  the  principal  amount  of  $81,860  is  payable in monthly
installments  of  $2,714.  The  interest rate is 16.25%.  The loan is unsecured.

The  following  is  a  schedule of the future minimum principal payments for the
years  ending  September  30:


          2005                            $ 651,263
          2006                              971,247
          2007                              274,266
          2008                               11,818
                                         -----------

                                          1,908,594
          Less current portion             (651,263)
                                         -----------

                                         $1,257,331
                                         ===========


NOTE 6.  CAPITAL  STOCK  AND  WARRANTS  ISSUABLE

In  connection  with  the  Purchase  Agreement  with  ESI,  the  Company  issued
12,000,000 shares of common stock with a total value of $17,040,000 based on the
quoted market value of the shares on the date of the purchase.  Common stock was
recorded  at  the  par  value  of  the shares issued ($0.005 per share) with the
excess  recorded  as  additional  paid-in  capital.


                                       11
<PAGE>
In  connection  with  the  agreement  with  III described in Note 3, the Company
agreed  to issue to III 727,222 shares of common stock together with warrants to
acquire  363,611 additional shares at an exercise price of $2.00 per share.  The
Company  also  received  services  in  connection  with  its  acquisition  of
Intellectual  Property  from  another  company,  BX,  Inc.  As compensation, the
Company agreed to issue to BX, Inc. 950,000 shares of common stock together with
warrants  to purchase an additional 475,000 shares at an exercise price of $2.00
per  share.  These  warrants expire on September 30, 2006.  Shares issuable have
been  valued  at the quoted market value on the date the services were received.
Warrants  were  valued using the Black-Scholes valuation model.  The total value
of  services  received  from  these  two  companies  was  $3,041,307.

The  common  shares have been recorded as common stock issuable at the par value
of  the  shares issued ($0.005 per share) with the excess recorded as additional
paid-in capital.  The warrants are recorded at $0.826 per share and are included
in additional paid-in capital.  For purposes of earnings per share computations,
these  common  shares have been treated as issued and outstanding as of the date
of  the agreement.  There were no significant costs associated with the issuance
of  the  shares  and  warrants.



NOTE 7.  INCOME  TAXES

The  Company  is  liable for income taxes in the United States.  As of September
30,  2004,  the  Company  did  not  have any income for income tax purposes and,
therefore,  no  tax  liability  or  expense has been recorded in these financial
statements.

The Company has net operating loss carryforwards at September 30, 2004 and 2003,
of  approximately  $4,340,000  and  $400,000,  respectively, available to reduce
future taxable income.  The difference between the tax loss carryforward and the
Company's  financial  statement  losses  is  due  to differences in amortization
rates,  impairment  losses  on  intangible assets, and certain accrued expenses.
The  tax  losses  expire in years beginning in 2020 and continuing through 2024.

The deferred tax assets associated with the net operating loss carryforwards are
approximately  $1,300,000  for  2004  and  $120,000  for  2003.  The Company has
provided  a full valuation allowance against the deferred tax assets because the
use  of  the net operating loss carryforwards cannot be reasonably assured.  The
change  in  the allowance from 2003 to 2004 was $1,160,000 and from 2002 to 2003
was  $20,000.


                                       12
<PAGE>
NOTE 8.  GOING  CONCERN

The  Company's  consolidated  financial  statements are prepared consistent with
accounting  principles  generally  accepted in the United States applicable to a
going  concern,  which contemplates the realization of assets and liquidation of
liabilities  in  the  normal  course  of  business.  However,  as  shown  in the
accompanying  consolidated  financial  statements,  the  Company  has  sustained
substantial  losses  as it has remained in the development stage since inception
and  has no current source of significant revenue.  Management is in the process
of  forming  a  new  business  plan  to develop the Intellectual Property it has
acquired.

The consolidated financial statements do not include any adjustments relating to
the  recoverability  and  classification  of  recorded  asset  amounts  and
classification  of  liabilities  that  might  be necessary should the Company be
unable  to  continue  in  existence.


NOTE 9.  SUBSEQUENT  EVENTS

Subsequent  to  September 30, 2004, the Company retained three separate firms to
provide  consulting  services  in  connection with financial and investor public
relations  and  related  matters  in  the United States, Germany, and Canada for
terms  of  one  year  each.  In  consideration  for providing such services, the
Company  agreed  to pay certain fees and to issue an aggregate of 500,000 shares
of  common  stock  and  warrants to purchase up to 200,000 shares at an exercise
price  of  $2.00  per  share.

In  December  2004, the Company entered into a loan extension agreement with the
holder  of  the  $500,000  short-term note which was in default at September 30,
2004.  The  Company  has  agreed  to  make  additional  payments,  enter  into a
consulting  agreement,  and  has  agreed  to  issue  warrants  to purchase up to
2,400,000  shares  of  common  stock  at  an  exercise price of $2.00 per share.

In  December  2004,  the  Company  entered  into a consulting agreement to grant
warrants  to  purchase  up to 150,000 shares of common stock at a price of $2.00
per  share.

In  January  2005,  the  Board  of Directors declared a dividend on common stock
payable  to  holders of record as of January 14, 2005 ("the Record Date").  Each
share  of  common  stock  outstanding on the Record Date will receive a dividend
equal  to  one  half  of  one  share of common stock.  The Company will issue an
aggregate  of  13,088,611  shares of common stock as a dividend.  The effects of
this  dividend  have  not  been  reflected  in  these  financial  statements.


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