Form 10-KSB

[As last amended in Release No.33-7505, effective January 1, 1999, 63 F.R.9632.]

                     U.S. 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            May 31, 2000

  [ ]        TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

        For the transition period from                        to

        Commission file number                   0-28385

                                 Protalex, Inc.
                 (Name of small business issuer in its charter)

        New Mexico                                      91-2003490
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
Incorporation or organization)

           P.O. Box 30952                        Albuquerque, NM 87190
(Address of principal executive offices)              (Zip Code)

Issuer's telephone number                    (505) 260-1726

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

Title of each class                    Name of each exchange on which registered

      None                                               None

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

                                  Common Stock

                                (Title of Class)

                                (Title of Class)

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

 Yes [X]   No  [ ]

Check if there is no disclosure  of delinquent  files 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. [ ]

         State issuer's revenues for its most recent fiscal year. 10,669

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.) $6,373,008 at August 9. 2000.

Note:  If  determining  whether  a  person  is  an  affiliate  will  involve  an
unreasonable  effort and expense,  the issuer may calculate the aggregate market
value of the common  equity held by  non-affiliates  on the basis of  reasonable
assumptions, if the assumptions are stated.

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date 10,183,635

        Transitional Small Business Disclosure Format (check one):

  Yes  [ ]     No  [X]


ITEM I - DESCRIPTION OF BUSINESS


Overview

Protalex,  Inc. (the  "Company") is a development  stage company  engaged in the
development and marketing of a new class of organic chemical  molecules,  called
"bioregulators,"  for the  treatment of  rheumatoid  arthritis  ("RA") and other
forms of arthritis. The Company's business is an extension of over three decades
of research  by Dr.  Paul Mann,  an officer,  director  and  shareholder  of the
Company.

The use of bioregulatory compounds for the treatment of human disease represents
a  completely  new  approach to therapy.  Unlike  many  existing  pharmaceutical
agents,  which  act  upon  the  end  products  of  complex  metabolic  pathways,
bioregulators  influence cellular activities at a more basic level. This results
in  restoration  of tissue  integrity and function,  in many  instances not only
alleviating,  but  potentially  reversing the  pathologic  process.  The Company
intends to bring this unique  biotechnology to commercial  realization,  thereby
establishing an entirely new category of pharmaceutical treatment of disease.

The  Company  will  initially  focus  on  the  treatment  of  RA.  Research  and
development efforts for RA are completed,  with pre-clinical trials having began
in January 2000. The pre-clinical  trials will be conducted by Dr. Paul Mann and
Dr. Arthur Bankhurst, a renowned  rheumatologist at the University of New Mexico
and a director  and  shareholder  of the  Company,  and should be  completed  in
approximately six months. Upon successful completion of the pre-clinical trials,
the Company will file an Investigational  New Drug Application with the Food and
Drug  Administration  ("FDA"),  and will begin  planning  clinical  trials.  The
Company  believes  that an  existing,  FDA-approved  treatment  for RA  utilizes
principles of bioregulation, which should enable the Company to expedite the FDA
process by limiting the size and scope of the clinical trials.

About Bioregulation

The  Company's  discoveries  and its  proprietary  products  represent the first
application of  bioregulator  technology to the treatment of disease.  Since the
1960's,  however,  certain  natural and synthetic  molecules  have been known to
influence cell  proliferation  and  differentiation  in laboratory  experiments.
(Proliferation   consists   simply  of  an  increase  in  cell   number,   while
differentiation  implies the ability to accomplish  some function  especially to
respond to or initiate some change in the cell's environment.)

Both  proliferation and  differentiation  can be influenced by external stimuli,
most  of  which  are  in  the  form  of  chemical   "messages."   Under   normal
circumstances, equilibrium is maintained within and among cells by the continual
exchange of such messages. Cells may begin to function or proliferate abnormally
under three  circumstances:  when they  receive an  erroneous  signal from their
environment,  when  their  reception  or  processing  of  external  messages  is
impaired, or when they receive abnormal genetic signals from within.  Widespread
abnormalities of cellular  differentiation  cause diseases of many kinds,  while
uncontrolled cellular  proliferation causes cancer. The Company's  bioregulators
are  compounds  with the  ability  to act upon  cells  at a  primitive  level of
function,  "resetting"  their internal  mechanisms to allow resumption of normal
behavior.

Some naturally occurring bioregulators have the property of stimulating cellular
proliferation   at   certain    concentrations,    while   promoting    cellular
differentiation  at other  concentrations.  In the latter  role,  they can bring
about increased production of antibodies in one cell line, or slow the growth of
a tumor in another,  apparently by helping  restore normal function within cells
and  promoting  cell-to-cell  signaling.  Bioregulators  seem to act upon a wide
variety of tissue types, suggesting that they affect simple activities common to
all cells.

Bioregulators  represent a completely  new approach to the treatment of disease.
For example,  rheumatoid arthritis is one of the "autoimmune" diseases, in which
cells of the immune system erroneously identify other body tissues as "foreign".
These immune cells then produce substances that attack other body tissues,  such
as the lining of the joints.  Current therapy for rheumatoid  arthritis is aimed
at either  suppressing the symptoms caused by this attack,  or inactivating  the
substances   produced  by  the  immune   cells.   In  contrast,   the  Company's
bioregulators  act upon the immune cells  themselves,  restoring normal cellular
function. In this way, bioregulator  treatment not only relieves symptoms of the
disease,  but also may promote  reversal of the tissue  damage that  already has
taken place.

The Company's research has defined the concept of bioregulators and has produced
proprietary compounds particularly suitable for therapeutic administration.  The
most active of these show intense cellular activity in miniscule doses. Clinical
effectiveness in such a low dosage range is expected to yield exceptional safety
and freedom from side effects.

Experiments and Studies

The best  demonstration of the ability of bioregulators to  re-equilibrate  cell
differentiation lie in the field of immunology.  Here, both humoral and cellular
immune  responses  can  be  modified  by  the  appropriate  concentration  of  a
bioregulating  agent. Cell proliferation also can be normalized by bioregulators
in experiments  dealing with natural  senescence  and tumor growth.  Examples of
each of these processes are outlined below.

In Vitro Experiments

IGG  Production in HPBL.  Bioregulators  induce immune  responsiveness  in human
peripheral blood lymphocytes in response to a number of antigenic  stimuli.  The
number of antibody-producing cells can be amplified as much as 100 to 1000 times
above untreated values.  This technique can be used to produce highly monoclonal
antibodies.

Cell  Sensecence  Studies.  The life span of cells in culture can be extended by
nearly 100% through the action of  bioregulators.  When senescence  finally does
take place, it affects all of the cells simultaneously,  thus "rectangularizing"
the usually gradual fall of the survival curve.

In Vivo Experiments

Nude  Mice.   A  mouse   strain   lacking  in  cellular   immunity,   nude  mice
characteristically show almost no production of T cells, which makes them highly
susceptible  to  infection  and early  death.  This  situation  mimics a genetic
disease in humans called DiGeorge syndrome.  Administration of bioregulators can
partially  reverse  this  deficit,  restoring  about  70% of the  mice's  T cell
complement  and almost  doubling their life  expectancy.  The same effect can be
obtained in mice whose thymus has been surgically removed in early life.

Nude  Rats  With  Heterologous   Tumors.   Another  rodent  strain  with  immune
deficiency, the nude rat, often is used in experiments involving transplantation
of tumors  from  another  animals,  but persist in the nude rat because of their
inability to mount a rejection  response.  Administration  of  bioregulators  in
tumor-bearing  rats results in regression of the neoplasm in about two-thirds of
the animals.

Nude Dogs With Implanted Homologous Tumors. As part of study of bioregulators as
potential "contrast agents" for nuclear magnetic resonance imaging, glial tumors
were  transplanted  into  the  brains  of  dogs.  This  type of  tumor  normally
progresses rapidly with irreversible  neurological signs appearing between 2 and
3 weeks after  transplantation.  A bioregulator  compound was injected 3 times a
week for 3 weeks following  transplantation.  Complete tumor regression was seen
in 100% of the treated animals.

Naturally Occurring Disease

Dogs and Cats With  Spontaneous  Tumors.  Data is now being  collated on several
dozen  domestic  dogs and cats  that have been  given the  bioregular  treatment
outline above for  spontaneously  occurring  tumors of various types.  Anecdotal
reports have been received from  veterinarians all over the country,  indicating
success with  bioregulator  treatment,  but a controlled study with a consistent
protocol is needed to validate  this mode of therapy.  Such a study is now being
planned.

Markets

Human  autoimmune  diseases  provide  the  first  and most  obvious  target  for
bioregulator  therapy. In these disorders,  the immune system  misidentifies the
body's own tissues as "foreign," prompting an inappropriate and prolonged immune
response that can damage tissues and organs  throughout  the body.  Bioregulator
treatment can be expected to restore normal immune homeostasis,  with the result
that the disease is not merely ameliorated, but permanently cured.

RA will be the first  autoimmune  disease  targeted  and will be the primary and
immediate focus of the Company.  RA is a serious autoimmune disorder that causes
the body's immune system to mistakenly produce antibodies that attack the lining
of the  joints,  resulting  in  inflammation  and  pain.  RA can  lead to  joint
deformity  or  destruction,   organ  damage,  disability  and  premature  death.
According to a leading  scientific  journal,  the prevalence of RA in the United
States is  approximately 1% (or about 2.5 million  people),  with  approximately
200,000 new cases diagnosed yearly.

Currently,  no uniformly effective  treatment for RA exists.  Current treatments
are costly,  and in most cases must be continued for decades.  In contract,  the
Company believes that bioregulator  therapy will be much more cost effective and
can be administered by weekly injections over the course of a few months.

The  Company's  decision to  concentrate  its efforts on RA, as opposed to other
autoimmune diseases or cancers, is based upon three main considerations:

     *    Evidence from Dr. Mann's work that  bioregulators  strongly  influence
          the immune system in ways that should  produce  beneficial  effects in
          patients with RA;

     *    The Company believes that an existing,  FDA-approved  treatment for RA
          actually utilizes principles of bioregulation; and

     *    At this stage in the Company's development, the Company believes it is
          most   appropriate  to  concentrate   its  efforts  and  resources  on
          developing a treatment for a single, well-defined, and serious disease
          for which adequate therapy currently is not available.

The  Company  anticipates  that its  products  will  initially  be used to treat
patients with severe cases of RA, and  particularly  those  individuals for whom
other  treatments  have  failed.  Additionally,  the Company  believes  that its
experience with this class of patients will prove the Company  believes that its
experience with this class of patients will prove the efficacy and safety of its
products,  and will encourage the use of its products in less severely  affected
individuals in earlier stages of the disease.

Competition

In strictest terms, the Company has no direct competition in its field, since no
other  firms  have  brought  to  market  any   therapeutic   agents  based  upon
biomodulator or bioregulator  technology.  However,  the Company's products will
compete  with  other  pharmaceutical  agents  intended  to treat RA. A number of
pharmaceutical agents are currently being used, with varying degrees of success,
to control the symptoms of RA and slow its progress. Available treatment options
include:

     *    Analgesic/anti-inflammatory  preparations, ranging from simple aspirin
          to the recently introduced COX-2 inhibitors;

     *    Immunosuppressive/antineoplastic  drugs,  including  azathioprine  and
          methotrexate ;

     *    TNF (Tumor  Necrosis  Factor)  inhibitors,  currently  represented  by
          Immunex Corporation's Enbrel-Registered Trademark;

     *    "Immunoadsorption  Therapy,":  now in  limited  use in  Europe and the
          United  States,  entailing  weekly  sessions  during which a patient's
          blood is separated and passed through a molecular filter; and

     *    Colloidal gold given by injection,  a  time-honored  treatment but one
          with extreme variability of effect and an unknown mechanism of action.

In all, at least a dozen large and small pharmaceutical  companies are active in
this market, with Immunex Corporation and Monsanto Company dominating the market
as a result  of  their  respective  products,  Enbrel-Registered  Trademark  and
Celebrex-Registered  Trademark.  Despite  intense  media  attention and enormous
sales, the long-term efficacy of these compounds remains to be evaluated.

Operations

The  Company  is  currently   engaged  in  developing  the  corporate  base  for
commercialization of its bioregulator  products,  as well as planning production
and marketing  strategies.  The Company's  business  operations are housed in an
office in Albuquerque. The Company currently has no manufacturing facilities and
may have to rely on others to  manufacture  compounds  for the  Company's use in
research and development, pre-clinical trials, and clinical trials.

Alex,  L.L.C., a New Mexico limited liability company and the Company's majority
shareholder ("Alex"),  continues to support ongoing research aimed at clarifying
the  biologic   functions  of   bioregulators,   and  along  with  the  Company,
establishing their safety and efficacy in treating induced arthritis in animals,
and determining  appropriate  dosage and treatment  protocols.  The bioregulator
technology  which the  Company  intends  to  develop  and bring to the market is
currently licensed from Alex.

Reverse Merger

In  September  1999,  Protalex,  Inc.,  a New Mexico  corporation  ("Protalex"),
acquired a majority  of the issued  and  outstanding  shares of common  stock of
Enerdyne  from  Don  Hanosh,  pursuant  to a Stock  Purchase  Agreement  between
Protalex,  Enerdyne  and Mr.  Hanosh.  Under the Stock  Purchase  Agreement,  in
consideration  for Mr.  Hanosh's  shares of common  stock,  Protalex  executed a
Promissory Note in the amount of $368,546.00 in favor of Mr. Hanosh.

In November 1999,  Protalex  merged with and into Enerdyne  pursuant to a Merger
Agreement  and Plan of  Reorganization  (the "Merger  Agreement"),  and Enerdyne
changed its name to Protalex,  Inc.,  thereby  creating  the Company.  Under the
Merger Agreement,  each share of Protalex common stock  outstanding  immediately
prior to the effective  date of the merger was converted  into 822 shares of the
Company's common stock.  After the merger,  Protalex's former  shareholders held
approximately  92.28%  of  the  shares  of  common  stock  of the  Company,  and
Enerdyne's former  shareholders held approximately 7.72% of the shares of common
stock of the Company.

Business and Marketing Strategy

The  Company  has  initiated  a private  placements  of stock to raise funds for
completion of animal research, initiation of Phase I and Phase II human studies,
and  production and marketing of the Company's  products on a commercial  scale.
Currently  the Company  estimates  that it has enough  cash to fund  development
activities and operations for the next 12 months.

The Company expects that upon FDA approval,  its  bioregulator  products will be
competitive  throughout the global  market.  Therefore,  the Company  intends to
enter into  collaborative  arrangements with larger strategic partners to market
and sell the Company's products in the United States and in foreign markets. The
Company  expects  that  these  partners  will  be  responsible  for  funding  or
reimbursing  all or a portion of the costs of  pre-clinical  and clinical trials
required to obtain regulatory approval. In return for such payments, the Company
will grant these partners  exclusive or semi-exclusive  rights to market certain
of its products in particular geographical regions.

Government Regulation

The  Company's  ongoing  research  and  development  activities,  and its future
manufacturing and marketing  activities,  are subject to extensive regulation by
numerous  governmental  authorities,  both in the  United  States  and in  other
countries. In the United States, the FDA regulates the approval of the Company's
products under the authority of the Federal Food, Drug and Cosmetics Act.

In  order  to  obtain  FDA  approval  of  the  Company's  new  drugs,  extensive
pre-clinical  and  clinical  tests must be  conducted  and a rigorous  clearance
process  must be  completed.  Satisfaction  of the  FDA's  safety  and  efficacy
requirements  may take several years and require the  expenditure of substantial
resources.

The FDA approval  process  entails  several steps.  Initially,  the Company must
conduct  pre-clinical  trials.  During  pre-clinical  trials,  the Company  must
evaluate the safety and  efficacy of its  products  through in vitro and in vivo
laboratory  animal  testing.  At this stage the FDA will require,  at a minimum,
that the  Company  (i)  prepare a  pharmacological  profile  of the  drug;  (ii)
determine the toxicity of the drug in at least two species of animals; and (iii)
conduct  short-term  toxicity  studies  ranging from two weeks to three  months,
depending on the proposed clinical trials.

Upon successful  completion of pre-clinical  trials,  the Company must submit an
Investigational  New Drug  Application  ("IND")  to the FDA  before it can begin
human clinical trials. The purpose of the IND is to detail pre-clinical research
data, and provide documentation  sufficient to allow the FDA to conclude that it
is reasonable to proceed with human trials of a drug.

Clinical studies are typically  conducted in three sequential  phases,  although
these phases may overlap.  In Phase I trials, a drug is tested for safety in one
or more doses in a small number of patients or  volunteers.  In Phase II trials,
efficacy  and safety are tested in up to  several  hundred  patients.  Phase III
trials involve  additional  safety,  dosage and efficacy  testing in an expanded
patient population at multiple test sites.

The results of the  pre-clinical and clinical trials are submitted to the FDA in
the form of a new Drug  Application  ("NDA").  The  approval  of an NDA may take
substantial  time and effort.  In addition,  upon approval of an NDA the FDA may
require post marketing  testing and  surveillance  of the approved  product,  or
place other conditions on their approvals.

In 1997,  the FDA's  Modernization  Act (the "Act) was passed.  The Act expanded
earlier  laws  passed  to  shorten  the  drug  approval  process  and  developed
guidelines  regarding the testing and approval process for products  intended to
treat serious or life-threatening illnesses. More specifically,  the Act created
a fast-track  process which  facilitates and expedites the review and testing of
new drugs that are intended to treat serious or life threatening diseases, while
preserving appropriate  guarantees for safety and effectiveness.  The passage of
the Act reflects the  recognition  that both patients and physicians are willing
to accept  greater  risks and side  effects  from  products  that treat  serious
diseases.  The fast-track  procedures apply to products  intended to treat AIDS,
some  cancers and other life  threatening  illnesses.  In most cases,  a drug is
usually  given a  fast-track  designation  at a  relatively  early  stage in its
development.

Sales of new drugs outside the United  States are subject to foreign  regulatory
requirements that differ from country to country. Foreign regulatory approval of
a product  must  generally  be obtained  before that  product may be marketed in
those countries.

However, the FDA approval process is among the most restrictive in the world and
typically  takes a longer time to complete  than  foreign  regulatory  approval.
Research  and  development  efforts  for the  Company's  first  product  for the
treatment of RA are near completion, with pre-clinical trials scheduled to begin
in January 2000. Upon completion of these studies, the Company will apply to the
FDA to secure its approval for limited safety  testing of the Company's  product
in humans.  Following the successful  completion of safety  trials,  the Company
will  conduct a  full-scale  study of  efficacy in patients  with  advanced  and
intractable RA. This full-scale study will be conducted by Dr. Arthur Bankhurst,
a  renowned  rheumatologist  at the  University  of New  Mexico,  and  should be
completed  in  approximately   two  years.  Dr.  Bankhurst  is  a  director  and
shareholder of the Company. Once the trials are finished, an application for FDA
authorization  to  produce  and  market the  product  will be filed,  with final
approval estimated to take an additional six months.

Patents, Trademarks, and Proprietary Technology

The  bioregulator  technology  which the Company intends to develop and bring to
market is currently licensed by the Company from Alex, LLC, a New Mexico limited
liability  company  and the  Company's  majority  shareholder  ("Alex").  Alex's
Managing Members,  each of who holds a 50% membership interest in Alex, are John
Doherty;  the Company's  President,  and Paul Mann, the Company's  Treasurer and
Secretary.  Mr. Doherty and Dr. Mann are also members of the Company's  Board of
Directors.  The license  agreement  between the Company and Alex is described in
"Certain Relationships and Related Transactions."

The  Company's  success will depend on its ability to maintain its trade secrets
and proprietary  technology in the United States and in other countries,  and on
Alex's  ability to obtain  patents  for the  bioregulatory  technology  which it
licenses to the Company.  Alex is currently seeking patents for proteins for use
as medications  for human  autoimmune  disease.  Patent  protection will also be
sought  for the  derivatives  of  proteins  which  can  also be  found  in other
bioregulators. Alex expects to submit its initial patent for proteins before the
end of 2000 and the additional patents shortly thereafter. In addition to patent
protection,   Alex   intends  to  seek   trademark   protection   for  the  term
"bioregulator."  Alex believes that this will assist in differentiating this new
field of science from current biomodulator theory.

Risks Related To The Company's Business

This Registration Statement Contains Forward-Looking Statements Which May Differ
From The Company's Actual Future Results.  This registration  statement contains
forward-looking  statements that involve  substantial  risks and  uncertainties.
These statements are identified by forward-looking  words such as "may," "will,"
"expect," "anticipate,"  "believe," "estimate," and "continue" or similar words.
Statements  that  contain  these words  should be read  carefully  because  they
discuss the Company's future expectations,  contain projections of the Company's
future results of operations or of the Company's financial condition,  and state
other  "forward-looking"  information.  The Company  believes it is important to
communicate its  expectations.  However,  there may be events in the future that
the Company is not able to  accurately  predict or over which the Company has no
control.

The  risk  factors  listed  in this  section,  as well as any  other  cautionary
language  appearing in this registration  statement,  provide examples of risks,
uncertainties  and events that may cause the Company's  actual results to differ
materially  from the  expectations  described in the  Company's  forward-looking
statements.  The  occurrence  of the events  described in these risk factors and
elsewhere in this  registration  statement  could have an adverse  effect on the
Company's business, results of operations and financial condition.

The  Company  May Not Be Able To  Continue  As A Going  Concern  If It Does  Not
Attract  Investment  Capital Or  Generate  Operating  Revenue.  The Company is a
development  stage enterprise and does not have operating  revenue,  nor does it
anticipate  generating  operating revenue in the foreseeable future. The ability
of the Company to  continue as a going  concern is  dependent  initially  on its
ability to raise sufficient  investment capital to fund all necessary operations
and product development activities.  Thereafter,  in order to generate operating
revenue the Company  must develop  products  that gain  regulatory  approval and
market  acceptance.  There can be no assurance  that the Company will be able to
raise  sufficient  investment  capital or  successfully  develop  and market its
products.

The Company Has A History Of Losses  Since Its Merger  With  Enerdyne,  And Will
Continue To Incur Losses Until Its Sales  Generate  Sufficient  Revenues.  Since
Enerdyne  Corporation's  acquisition  of  Protalex,  Inc.  (which is more  fully
described in "Corporate History"),  the Company has incurred significant losses.
The  Company  expects  to  continue  to  incur  net  losses  until  sales of its
biomodulator  products  generate  sufficient  revenues  to fund  its  continuing
operations.

The Company Is  Uncertain  Whether Its  Bioregulator  Products  Can Be Developed
Successfully,  And It May Have To Incur  Additional  Expenses If It  Experiences
Problems In Development. The Company does not know whether bioregulator products
can be successfully  developed for administration as human medications.  Further
laboratory  research  followed by extensive animal testing will be needed before
beginning  clinical  trials.  The Company's  failure to  demonstrate  the safety
and/or efficacy of its bioregulator product,  either at the preclinical or human
trial  stage,  would  necessitate   potentially   expensive  and  time-consuming
additional research.

The Company's  Bioregulator Product Is Limited To A Single Disease,  Which Means
The  Company's  Prospects  May Be Limited If Its Product  Does Not  Successfully
Treat The  Disease.  The  Company is focused on the  treatment  of one  disease,
rheumatoid  arthritis.  If the results from the Company's  animal studies and/or
the human  clinical  trials  related to that  disease are  inconclusive  or show
results no better than a substance with no medical effect, the Company would not
have a  commercially  viable  product.  In this case, a great deal of additional
research would be required, and it is unlikely that the Company would be able to
attract further capital.

The  Company's  Bioregulator  Products  May  Not  Be  Accepted  By  The  Medical
Community,  Which Would Result In Poor Product Sales. The Company's bioregulator
product  may be safe  and  effective  for its  intended  use,  but may not  show
sufficient   superiority  to  other  treatments  currently  in  use  to  gain  a
significant  share of the  market.  Additionally,  the  novelty  of this form of
treatment  or its mode of  administration  may make  bioregulator  therapy  less
appealing  than  existing  treatments  to  prescribing  physicians  or to  their
patients.  Inadequate  medical acceptance would result in poor product sales and
decreased  profitability,  and could impair the Company's ability to continue to
operate.

The Company Is  Uncertain  Whether Its  Existing  Bioregulator  Products  Can Be
Extended To Treat Diseases Other Than  Rheumatoid  Arthritis.  While the Company
will  initially  focus on the treatment of rheumatoid  arthritis,  its long-term
plans call for the  extension  of  bioregulator  therapy to other types of human
disease,  such as cancer.  The  development  of new  bioregulator  products  (or
expanding  the  indications  for  existing  products  to  the  treatment  of new
diseases)  will be subject to many of the same  hazards and risks  discussed  in
this "Risk Factors" section.

The Company Is Exposed To Significant  Costs And Risks Related To The Regulatory
Approval Of Bioregulator Products,  And Is At A Competitive  Disadvantage Due To
Its Need To Complete The Regulatory  Process.  Before the Company's products can
be  manufactured,  marketed and sold to the public,  the requirements of the FDA
and similar governmental agencies in foreign countries must be met. The approval
process typically entails considerable time and expense, and may delay marketing
of the Company's products for a considerable  period. The Company cannot predict
when  regulatory  applications  might be  submitted,  nor when final  regulatory
approval will be obtained.  Also, the FDA could approve only certain uses of the
Company's products or subject its products to additional testing or surveillance
programs.  Failure to obtain  timely FDA  approval  will  require the Company to
spend more resources on additional applications,  and would delay the generation
of income from sales of the Company's  products.  In addition,  the FDA approval
process  presents a competitive  advantage to some of the Company's  competitors
who have already received FDA approval for their products.

The Company  Depends On  Reimbursement  From Third Parties,  Who May Decrease Or
Eliminate The Amount Of  Reimbursement  Paid To The Company.  In today's medical
economy,  reimbursement  for all types of medical care depends  substantially on
third  party  payors,  including  government  authorities  (e.g.,  the  Medicare
program),  private  health  insurers  and  other  organizations,  such as health
maintenance  organizations  ("HMOs").  Managed  healthcare  is increasing in the
United  States,  the number of HMOs is growing,  and  legislative  proposals are
being introduced to reform  healthcare or reduce  government  medical  insurance
programs.  As a part of their cost-control  efforts, such entities may establish
fiscal policies  decreasing or eliminating the amount of  reimbursement  for the
Company's products,  making it difficult for the Company to sell its products at
a sufficient profit to remain in business.

The  Company  May  Not Be Able  To  Manufacture  Its  Bioregulator  Products  In
Commercial  Quantities  And May  Have To  Incur  Significant  Costs  To Meet Its
Manufacturing  Requirements.   Currently,  the  Company  does  not  possess  the
facilities  or equipment to  manufacture  its products.  The Company  intends to
contract  with a  third  party  or  parties  to  manufacture  its  products  for
commercial  distribution.  However, the Company does not know whether such third
party or parties will be able to successfully  manufacture sufficient quantities
of the Company's products for these purposes. Therefore, the Company may have to
invest substantial sums to construct facilities sufficient to meet its long-term
manufacturing requirements. See "Operations."

The Company May Not Be Able To Protect Or Maintain  The  Security Of Its Patents
Or  Other  Proprietary  Information.   The  Company  licenses  its  bioregulator
technology  from Alex,  L.L.C.,  and Alex  intends to apply for,  prosecute  and
maintain patents for this technology.  Conceivably,  Alex may be unsuccessful in
obtaining  patents and in avoiding  infringements  of patents granted to others.
Even if patents are granted to Alex,  the  enforceability  of patents  issued to
biotechnology and pharmaceutical  firms is often highly uncertain,  and existing
law may not protect Alex's patents.

Without patent  protection,  it is unlikely that the Company could  successfully
market its bioregulator products.  Lacking a proprietary advantage,  the Company
would be  unable to  prevent  marketing  of its  biomodulator  products  by more
well-established  competitors  who  would be able to  dominate  the  market.  In
addition,  the Company  could incur  substantial  costs in defending  any patent
litigation brought against it or in asserting its patent rights, including those
licensed  to  it by  Alex,  in a  suit  against  another  party.  See  "Patents,
Trademarks and Proprietary Technology."

The Company  relies on trade  secrets,  know-how  and  continuing  technological
advancement  to develop  and  maintain  its  competitive  position.  The Company
requires that each of its employees enter into a confidentiality  agreement that
contains  provisions  prohibiting the disclosure of confidential  information to
anyone outside the Company. However, these confidentiality agreements may not be
honored and the  Company  may be unable to protect its rights to its  unpatented
trade secrets.  Dissemination of this proprietary information might allow others
to develop  bioregulator  products that would compete with those of the Company,
diminishing the Company's sales and market share.

The  Company's  Business  Could Be Harmed By New  Research  Efforts  and Product
Development By The Company's  Competitors.  Most of Whom Have Greater  Resources
Than  The  Company.   The  Company  is  engaged  in  a  sector  of  the  economy
characterized by extensive research efforts and rapid technological development.
New drug discoveries are to be expected, including those directed at the disease
the  Company  has  targeted.   A  number  of  the  Company's   competitors  have
substantially more capital, research and development, regulatory, manufacturing,
marketing,  human and other  resources  and  experience  than the Company.  Such
competitors may develop products that are more effective or less costly than any
of the  Company's  current or future  products  and also may  produce and market
their  products  more  successfully  than the  Company.  Large-scale  successful
competition would reduce the Company's market share and profitability, and might
jeopardize the Company's ability to stay in business. See "Competition."

The Company Is Exposed To Significant Liability Associated With Its Bioregulator
Products,  And May Not Be Able To  Secure  Insurance  To  Cover  These  Risks On
Acceptable  Terms, If At All. While the Company  believes that its  bioregulator
product  will be safe  compared  to other  drugs,  the  Company  still may incur
significant  product  liability  exposure.  When the Company  develops a product
suitable  for  human  administration,  it  intends  to secure  adequate  product
liability  coverage.  However,  insurers  may  not  offer  the  Company  product
liability  insurance,  may raise the  price of such  insurance  or may limit the
coverage of such insurance. In addition, the Company may not be able to maintain
such  insurance in the future on  acceptable  terms and such  insurance  may not
provide the Company with adequate coverage against potential  liabilities either
for clinical trials or commercial sales.  Successful product liability claims in
excess of the Company's insurance would affect the Company's ability to continue
to operate as a going concern.

The  Company  Is  Exposed  To  Significant   Environmental   Risks  Because  Its
Bioregulator   Research  And  Development   Activities   Involve  Hazardous  And
Radioactive Materials. The Company's research and development activities involve
the controlled use of hazardous materials,  chemicals and radioactive compounds.
The  Company  is  subject  to  federal,  state  and local  laws and  regulations
governing the use, manufacture, storage, handling and disposal of such materials
and certain waste products.

Although  the  Company  believes  that its  planned  safety  procedures  for the
handling and disposal of such materials comply with the standards  prescribed by
such  laws  and  regulations,   it  cannot  eliminate  the  risk  of  accidental
contamination or injury from these materials.  In the event of such an accident,
the  Company  could be held  liable  for any  damages  that  result and any such
liability could exceed the Company's  resources.  The Company may be required to
incur significant costs to comply with environmental laws and regulations in the
future.  Current or future  environmental  laws or  regulations  may  materially
adversely affect the Company's operations, business or assets.

Dependence  upon  Key  Personnel;  Management  of  Growth.  The  success  of the
Company's  operations during the foreseeable future will depend largely upon the
continued services of the following individuals: Mr. John Doherty, the Company's
President,  Dr. Paul Mann, the Company's  Treasurer and  Secretary,  and Dr. Jon
Aase, the Company's Vice-President. The loss of the services of Mr. Doherty, Dr.
Mann or Dr.  Aase could  have a  material  adverse  impact on the  Company.  Mr.
Doherty, Dr. Mann and Dr. Aase have not entered into employment  agreements with
the Company.

The Company's success will also depend in part on its ability to manage, attract
and retain qualified technical, management and sales personnel.  Competition for
such  personnel is intense.  There can be no assurance  that the Company will be
successful in attracting  and retaining the personnel it required to conduct its
operations successfully.  The Company's results of operations could be adversely
affected  if the  Company  were  unable to  attract,  manage  and  retain  these
personnel or if its revenues fail to increase at a rate sufficient to absorb the
resulting increase in expenses. See "Employees."

Control By Principal  Shareholders.  As of May 31, 2000, each of Mr. Doherty and
Dr. Mann beneficially owned approximately 32.5% of the outstanding shares of the
Company's common stock through Alex, LLC, a New Mexico limited liability company
which is the Company's majority shareholder  ("Alex").  Alex's Managing Members,
each of whom holds a 50%  membership  interest in Alex,  are Mr. Doherty and Dr.
Mann.  Accordingly,  Mr. Doherty and Dr. Mann  collectively  have the ability to
control the election of all of the members of the  Company's  Board of Directors
and the outcome of corporate actions requiring  majority  shareholder  approval.
Even as to corporate actions in which super-majority shareholder approval may be
required such as fundamental  corporate  transactions,  Mr. Doherty and Dr. Mann
will collectively control the outcome of such actions.

Absence of Prior Trading Market; Potential Volatility of Stock Price. The market
price of the shares of the Company's  common stock is highly  volatile.  Factors
such as fluctuation the Company's  operating  results,  the  introduction of new
products  or  services by the  Company or its  competitors,  and general  market
conditions  may have a  significant  effect on the market price of the Company's
common stock.

Need for Additional Funding.  The Company believes that its available short-term
assets and investment income will be sufficient to meets its operating  expenses
and capital  expenditures for 12 months. The Company does not know if additional
financing  will be available when needed,  or if it is available,  if it will be
available on acceptable terms.  Insufficient  funds may prevent the Company from
implementing  its business  strategy or may require the Company to delay,  scale
back or eliminate certain components of its business plan.

Employees

The Company  currently has one full-time  employee and two part-time  employees,
each of whom joined the Company on November 1, 1999. The Company's employees are
non-union  and none are  represented  by an organized  labor union.  The Company
believes  its  relationship  with its  employees  is very  good and it has never
experienced an employee-related work stoppage. The Company will need to hire and
retain highly-qualified experienced technical, management and sales personnel in
order to execute its business  plan,  carry out product  development  and secure
advantages  over its  competitors.  No assurances  can be given that the Company
will  continue to be able to pay the higher  salaries  necessary  to retain such
skilled employees.

Additional Information

The Company intends to provide an annual report to its security holders,  and to
make quarterly  reports  available for inspection by its security  holders.  The
annual report will include audited financial statements.

ITEM 2 - DESCRIPTION OF PROPERTY

The  Company's  office is located at 1518 Cornell Drive N.E.,  Albuquerque,  New
Mexico  87106.  The  Company  is  permitted  to use this  office  free of charge
pursuant to an oral agreement with its President,  Mr. John Doherty,  who leases
the property on which the Company's  office is located.  The Company  intends to
move to a larger facility once it secures additional financing.

ITEM 3 - LEGAL PROCEEDINGS

The Company is not a party to any pending legal proceedings.

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

No matter was submitted to a vote of security  holders during the fourth quarter
of the fiscal year ended May 31, 2000.

ITEM 5 - MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
         MATTERS

The Company's  common stock is traded on the OTC Bulletin Board under the symbol
"PRTX".  The common stock of Enerdyne  prior to the reverse merger was traded on
the OTC Bulletin Board under the symbol "ENDY".

The following table sets forth, for the fiscal periods  indicated,  the high and
low closing bid prices for the common  stock of Enerdyne  through  November  15,
1999 and for Protolex,  Inc. after that date. The Company's  fiscal  year-end is
May 31. The quotations may reflect inter-dealer prices,  without retail mark-up,
markdown or commission and may not necessarily represent actual transactions.

                                        High            Low
                                       ------          ------
        Fiscal Year 1997
                First Quarter           0.125           0.125
                Second Quarter          0.125           0.125
                Third Quarter (1)        N/A             N/A
                Fourth Quarter          0.125           0.125

        Fiscal Year 1998
                First Quarter (1)        N/A             N/A
                Second Quarter          0.125           0.125
                Third Quarter            N/A             N/A
                Fourth Quarter          0.125           0.125

        Fiscal Year 1999
                First Quarter           0.125           0.125
                Second Quarter (1)       N/A             N/A
                Third Quarter           0.625           0.125
                Fourth Quarter          1.5625          0.625


(1) No trading  activity  occurred for the common  stock of Enerdyne  during the
third quarter of fiscal year 1997,  the first and third  quarters of fiscal year
1998, and the second quarter of fiscal year 1999.

At May 31, 2000 the Company had  10,183,635  share of common stock  outstanding,
which were held by 350 holders of record.  The transfer  agent for the Company's
common stock is Standard Registrar & Transfer Agency, PO Box 1411,  Albuquerque,
NM 87191. The Company has nine market makers currently.

Dividend Policy. No dividends have been declared or paid to date by the Company.
The Company  currently  anticipates  that it will retain all future earnings for
use in the  operation  and  expansion of its  business  and does not  anticipate
paying any cash dividends in the foreseeable future.

Recent Sales of Unregistered Securities.  In November 1999, the Company issued a
total of 8,289,048  shares of its common  stock to Protalex,  Inc., a New Mexico
corporation (Protalex),  in connection with its acquisition of Protalex pursuant
to a Merger  Agreement  and Plan of  Reorganization.  The Company  issued  these
shares in reliance upon the exemption from  registration  in Section 4(2) of the
Securities Act of 1933, as amended.

Subsequent to November  1999, at various dates from November 18 through  January
12, 2000, the Company issued 459,444 shares of stock to various  individuals all
at $0.36 per  share.  From May 1, 2000 to May 27,  The  Company  issued  641,644
shares of stock to various  individuals all at $1.00 per share. The Company also
issued 100,000 shares of restricted  stock in exchange for legal  services.  The
Company  issued  these  shares  in  reliance  on  the  "sophisticated  investor"
exemption and obtained signed subscription agreements attesting to financial net
worth and investment experience of the stock purchasers.

ITEM 6 - PROTALEX INC. - MANAGEMENT'S DISCUSSIONS AND ANALYSIS

The Company's  principal  activities  presently consist of continued  laboratory
work on its bio-regulator  technology and ongoing animal studies. In May of this
year the Company  completed its planned  private  placement of its common stock,
raising approximately  $640,000.  The majority of these funds will go toward the
Company's  development  efforts,  both  in the  laboratory  and  through  animal
studies.  Approximately  one-third of these funds will go to the animal studies.
Significantly  less  money will be spent on the in vitro or  laboratory  effort.
Related to its overall pharmaceutical development,  the Company has entered into
an installment  purchase  agreement for an automated cell sorter.  The remaining
funds will go to  professional  services  and a smaller part for  computers  and
administration.  As a result of this funding,  the Company estimates that it has
cash reserves to fund  operations  for the next twelve  months.  The Company has
spent  approximately  $120,000 on research & development efforts through May 31,
2000.

In the longer  term,  the Company will  continue to need to raise  substantially
more  capital.   At  present  this  amount  is  estimated  to  be  approximately
$5,000,000,  which would take the form of either an additional private placement
or a public offering of common stock.  This financing would primarily be devoted
to the Company's human clinical trials. The Company does not expect any revenues
to be generated by operations during this period of time.

Management believes that even at this relatively early stage, the animal studies
support  the  Company's   earlier  work  and  extend  the   application  of  the
bio-regulator  to a much more complex whole animal model.  Alex LLC, the company
which has licensed exclusively and in perpetuity to bio-regulator  technology to
the Company for the  treatment of  arthritis,  will delay patent  filings  until
after the first  animal  study  concludes  in late  October  or early  November.
Management  agrees that this will allow for more  comprehensive  and  defensible
patent  coverage,  which in turn will result in a more valuable  license for the
Company.

Please refer to the  Company's  10-SB filing  (December 3, 1999) and  amendments
thereto for more information on the Company's  intellectual  technology and risk
factors.

ITEM 7 - SEE FINANCIAL STATEMENTS


                              FINANCIAL STATEMENTS
                           AND REPORT OF INDEPENDENT
                          CERTIFIED PUBLIC ACCOUNTANTS

                                 PROTALEX, INC.

                                  May 31, 2000



        REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS



Board of Directors
Protalex, Inc.


We have audited the accompanying  balance sheet of Protalex,  Inc. (a New Mexico
corporation  in the  development  stage)  as of May 31,  2000,  and the  related
statements of  operations,  stockholders'  deficit and cash flows for the period
from  September  17, 1999  (inception)  through May 31,  2000.  These  financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

We conducted our audit in accordance with generally accepted auditing standards.
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 our audit provides a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial  position of Protalex,  Inc. as of May 31,
2000,  and the results of its  operations and its cash flows for the period from
September 17, 1999 through May 31, 2000 in conformity  with  generally  accepted
accounting principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue as a going  concern.  The Company is in the  development
stage and its ability to continue as a going  concern is initially  dependent on
its ability to raise  adequate  capital to fund  necessary  product  development
activities  and  subsequently  on the inflow of operating  revenue  derived from
developed  products which must be regulatory  approved and market accepted.  The
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.

                                             Atkinson & Co., Ltd.

Albuquerque, New Mexico
August 11, 2000



                                 Protalex, Inc.
                      (A Company in the Development Stage)

                                 BALANCE SHEET

                                  May 31, 2000


                                     ASSETS

CURRENT ASSETS
  Cash ..............................................    $ 560,487
  Prepaid expense ...................................          500
                                                         ---------
     Total current assets ...........................                  $ 560,987

EQUIPMENT

  Lab equipment .....................................      121,440
  Office and computer equipment .....................       42,671
                                                                       ---------

                                                                         164,111
  Less accumulated depreciation .....................        5,951       158,160
                                                                       ---------

OTHER ASSETS
  Note receivable, individual .......................      118,547
  Interest receivable ...............................       10,669
  Intellectual technology license, net of
    accumulated amortization of $593 ................       19,707       148,923
                                                         ---------     ---------

                                                                       $ 868,070
                                                                       =========

                                  LIABILITIES

CURRENT LIABILITIES
  Professional fees payable .........................    $   7,782
  Payroll taxes payable .............................          775
  Interest payable ..................................        7,762
  Current maturities of long-term liabilities .......      210,279
  Related party advance and license fee payable .....       40,000
  Accrued compensation ..............................        5,120
                                                                       ---------
      Total current liabilities .....................                  $ 271,718

LONG-TERM LIABILITIES, less current maturities
  Note payable to individual ........................      185,330
  Equipment note payable ............................       64,367       249,697
                                                         ---------     ---------

      Total liabilities .............................      521,415

STOCKHOLDERS' DEFICIT
  Common stock, no par value, authorized
   40,000,000 shares, 10,422,135 shares
   issued, 10,183,635 shares outstanding ............
   238,500 shares in the treasury at -0- cost .......      965,891
  Common stock, contra ..............................     (368,547)
  Deficit accumulated during the
   development stage ................................     (250,689)      346,655
                                                         ---------     ---------

                                                                       $ 868,070
                                                                       =========

    The accompanying notes are an integral part of this financial statement.


                                 Protalex, Inc.
                      (A Company in the Development Stage)

                            STATEMENT OF OPERATIONS

            From Inception (September 17, 1999) through May 31, 2000


                                                                  From Inception
                                                  Period Ended       Through
                                                  May 31, 2000     May 31, 2000
                                                   ---------        ---------

Interest income ..............................     $  10,669        $  10,669

Expenses

  Professional fees ..........................        77,520           77,520
  Research and development ...................       119,733          119,733
  Administrative .............................        27,813           27,813
  Interest ...................................        25,991           25,991
  Depreciation and amortization ..............         6,543            6,543
  Payroll tax expense ........................         3,758            3,758
                                                   ---------        ---------

         NET LOSS ............................     $(250,689)       $(250,689)
                                                   =========        =========

Loss per common share - Basic ................     $    (.03)       $    (.03)
                                                   =========        =========

Loss per common share - Diluted ..............     $    (.03)       $    (.03)
                                                   =========        =========

    The accompanying notes are an integral part of this financial statement.


                                 Protalex, Inc.
                      (A Company in the Development Stage)

                       STATEMENT OF STOCKHOLDERS' DEFICIT

            From Inception (September 17, 1999) through May 31, 2000

<TABLE>
<CAPTION>
                                                                                            Deficit
                                                                                          Accumulated
                                                                             Common         In The
                                                     Common Stock            Stock-       Development
                                                 Shares       Amount         Contra          Stage          Total
                                              -----------   -----------    -----------    -----------    -----------
<S>                                           <C>           <C>            <C>            <C>            <C>
September 17,  1999 -- initial  issuance
 of 10,000  shares  for intellectual
 technology license at $.03 per share .....        10,000   $       300    $      --      $      --      $       300

September 30, 1999 -- cost of public shell
 acquisition over net assets acquired to be
 accounted for as a  recapitalization .....          --            --         (250,000)          --         (250,000)

October 27, 1999 -- issuance of 84 shares
 to individual for $25,000 ................            84        25,000           --             --           25,000

November 15, 1999 -- reverse merger
 transaction with Enerdyne  Corporation,
 net transaction amounts ..................     8,972,463       118,547       (118,547)          --             --

November 15, 1999 -- treasury shares -
  Enerdyne  $-0- cost .....................       238,500          --             --             --             --

November 18,  1999 -- February  7, 2000
 issuance  of 459,444  shares to various
 investors at $0.36 per share .............       459,444       165,400           --             --          165,400

January 1, 2000 -- issuance of 100,000
  shares in exchange for legal services ...       100,000        15,000           --             --           15,000

May 1 - 27, 2000 -- issuance of 640,000
 shares to various investors at $1.00 per
 share ....................................       640,000       640,000           --             --          640,000

May 27, 2000 -- issuance of 1,644 shares
  to individual in exchange for interest
  due .....................................         1,644         1,644           --             --            1,644

Net loss for the period ...................          --            --             --         (250,689)      (250,689)
                                              -----------   -----------    -----------    -----------    -----------

                                               10,422,135   $   965,891    $  (368,547)   $  (250,689)   $   346,655
                                              ===========   ===========    ===========    ===========    ===========
</TABLE>

    The accompanying notes are an integral part of this financial statement.


                                 Protalex, Inc.
                      (A Company in the Development Stage)

                            STATEMENT OF CASH FLOWS

        Period from Inception (September 17, 1999) through May 31, 2000

                                                         From Inception
                                                    Period Ended    Through
                                                    May 31, 2000  May 31, 2000
                                                      ---------     ---------

Cash flows from operating activities
  Net loss .........................................  $(250,689)    $(250,689)
  Adjustments to reconcile net loss to net
    cash provided by operating activities
      Depreciation and amortization .................     6,543         6,543
      Non cash expenses .............................    16,644        16,644
      (Increase) in interest receivable .............   (10,669)      (10,669)
      (Increase) in prepaid expense .................      (500)         (500)
      Increase in payroll taxes payable .............       775           775
      Increase in interest payable ..................     7,762         7,762
      Increase in professional fees payable .........     7,782         7,782
      Increase in compensation payable ..............     5,120         5,120
      Increase in related party advance
       and licenses fee payable .....................    40,000        40,000
                                                      ---------     ---------
         Net cash used in operating activities ......  (177,232)     (177,232)
                                                      ---------     ---------

Cash flows from investing activities
  Acquisition of intellectual technology license
    - fee portion ...................................   (20,000)      (20,000)
  Acquisition of equipment ..........................   (72,680)      (72,680)
  Excess of amounts paid for Public Shell
    over assets acquired to be accounted for
    as a recapitalization ...........................  (250,000)     (250,000)
  Note receivable from individual ...................  (118,547)     (118,547)
  Issuance of note payable to individual ............   368,546       368,546
                                                      ---------     ---------

         Net cash used in investing activities ......   (92,681)      (92,681)
                                                      ---------     ---------

Cash flows from financing activities
  Proceeds from stock issuance ......................   830,400       830,400
                                                      ---------     ---------

         Net cash provided by financing activities ..   830,400       830,400
                                                      ---------     ---------

NET INCREASE IN CASH ................................   560,487       560,487

Cash, beginning of period ...........................      --            --
                                                      ---------     ---------

Cash, end of period ................................. $ 560,487     $ 560,487
                                                      =========     =========

Interest paid ....................................... $  16,585     $  16,585
                                                      =========     =========

Taxes paid .......................................... $    --       $    --
                                                      =========     =========


             SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING ACTIVITIES


10,000 shares of company stock were issued
 as part of the cost of acquisition of the
 intellectual technology license at inception
 - value at $.03 per share .......................... $     300      $     300
                                                      =========     =========

100,000 shares of company stock were issued in
 exchange for legal services performed .............. $  15,000     $  15,000
                                                      =========     =========

1,644 shares of company stock were issued in
 exchange for interest payable ...................... $   1,644     $   1,644
                                                      =========     =========

Lab equipment was acquired through issuance
 of installment contract to seller .................. $  91,430     $  91,430
                                                      =========     =========

    The accompanying notes are an integral part of this financial statement.


                                 Protalex, Inc.
                      (A Company in the Development Stage)

                         NOTES TO FINANCIAL STATEMENTS

            From Inception (September 17, 1999) through May 31, 2000


NOTE A - DESCRIPTION OF OPERATIONS AND DEVELOPMENT STAGE STATUS

  Protalex,  Inc.  (the Company or Protalex) is a development  stage  enterprise
  incorporated on September 17, 1999 and based in Albuquerque,  New Mexico.  The
  Company was formed to take all  necessary  steps to fully develop and bring to
  commercial realization certain intellectual property and research of Alex, LLC
  in  connection  with the use of  bioregulatory  compounds for the treatment of
  human diseases. The Company has no operating revenue.

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  1. Concentration of Credit Risk
  -------------------------------

  Financial instruments  potentially subjecting the Company to concentrations of
  credit  risk  consist  primarily  of deposits  in excess of FDIC  limits.  The
  Company's demand deposits are placed with major financial institutions and the
  Company  does not  believe  that it is  exposed to undue  credit  risk for any
  demand  deposits  that may, from time to time,  exceed the  federally  insured
  limits.

  2. Equipment and Depreciation
  -----------------------------

  Equipment is carried at cost. Depreciation has been provided by the Company in
  order to amortize the cost of equipment over their estimated useful lives. The
  Company  uses the  straight-line  method  for all  classes  of assets for book
  purposes.

  3. Estimates
  ------------

  The preparation of financial  statements in conformity with generally accepted
  accounting  principles  requires the Company to make estimates and assumptions
  affecting the reported amounts of assets,  liabilities,  revenues and expense,
  and the disclosure of contingent  assets and  liabilities.  Estimated  amounts
  could differ from actual results.

  4. (Loss) per Common Share
  --------------------------

  The  Financial  Accounting  Standards  Board (FASB) has issued  Statements  of
  Financial  Accounting  Standards  No. 128  "Earnings Per Share" (SFAS No. 128)
  which is effective for periods  ending after  December 15, 1997.  SFAS No. 128
  provides  for the  calculation  of "Basic" and  "Diluted"  earnings per share.
  Basic  earnings  per share  includes no  dilution  and is computed by dividing
  (loss) to common  shareholders by the weighted average number of common shares
  outstanding  (9,308,571)  for the period.  Diluted loss per share includes the
  effects of options to purchase  40,000 shares of the Company's  stock at $0.36
  per share as if the options  were  exercised  at the  beginning  of the period
  using the "Treasury Stock" method.

  5. Income Taxes
  ---------------

  Income taxes are recognized using enacted tax rates, and are composed of taxes
  on financial accounting income that is adjusted for the requirement of current
  tax law and  deferred  taxes.  Deferred  taxes  are the  expected  future  tax
  consequences of temporary differences between the financial statement carrying
  amounts and tax bases of existing assets and liabilities. The Corporation does
  not expect to have current  income taxes  payable or deferred tax balances for
  the foreseeable future.

  6. Other Comprehensive Income
  -----------------------------

  From September 17, 1999  (inception)  through May 31, 2000, the Company had no
  changes in equity which constitute components of other comprehensive income.

  7. Research and Development
  ---------------------------

  Research and development costs are expensed as incurred.

  8. Fair Value of Financial Instruments
  --------------------------------------

  The fair value of the Company's  financial  instruments,  principally cash and
  debt, approximates their carrying value.

NOTE C - REVERSE MERGER

  On  November  15,  1999,  Enerdyne  Corporation  ( Enerdyne  or Public  Shell)
  acquired all of the outstanding common stock of Protalex,  Inc.  (Protalex) in
  exchange for the issuance of additional shares of Enerdyne stock. The ratio of
  exchange  was 822 shares of Enerdyne  stock  issued for each share of Protalex
  stock received.  For accounting purposes,  the acquisition has been treated as
  an acquisition of Enerdyne by Protalex and as a  recapitalization  of Protalex
  (Reverse Merger).  The historical  financial statement of operations presented
  herein  include  only those of the  accounting  acquirer and that the retained
  earnings  (deficit) of only the accounting  acquirer  carries over  consistent
  with the  requirements  of reverse merger  accounting.  Concurrently  with the
  share exchange, Enerdyne changed its name to Protalex, Inc.

  The details of the reverse merger transaction are as follows:
<TABLE>
<CAPTION>
                                                                              Merged
                                                                           Balance Sheet
                               Protalex,      Enerdyne      Transaction    at November
    Account Description           Inc.       Corporation    Adjustments      16, 1999
---------------------------   -----------    -----------    -----------    -----------
<S>                           <C>            <C>            <C>            <C>
Cash ......................   $    23,531    $      --      $      --      $    23,531
Note receivable shareholder          --          118,547           --          118,547
License ...................        20,300           --             --           20,300
Investment in Enerdyne ....       368,546           --         (368,546)          --
Other current assets ......         8,212           --             --            8,212
Other current liabilities .       (17,555)          --             --          (17,555)
Accounts payable Alex .....       (40,000)          --             --          (40,000)
Note payable ..............      (368,546)          --             --         (368,546)
Common stock ..............       (25,300)      (833,459)       714,912       (143,847)
Additional paid in capital           --       (1,105,014)     1,105,014           --
Treasury stock ............          --          430,424       (430,424)          --
Accumulated deficit .......        30,812      1,389,502     (1,389,502)        30,812
Common stock - contra .....          --             --          368,546        368,546
                              -----------    -----------    -----------    -----------

                              $      --      $      --      $      --      $      --
                              ===========    ===========    ===========    ===========
</TABLE>

Additional  information  in  connection  with stock amounts and number of shares
issued is as follows:
<TABLE>
<CAPTION>
                              Protalex, Inc.          Enerdyne Corporation
                         ------------------------   ------------------------
                                                             Shares
                                                    ------------------------
 Account Description       Shares        Amount     Outstanding    Treasury      Amount
----------------------   ----------    ----------   ----------    ----------   ----------
<S>                      <C>           <C>          <C>           <C>          <C>
Common stock .........       10,084    $   25,300    1,578,907       238,500   $  833,459
822 to 1 stock
 recapitalization ....      (10,084)         --      8,289,048          --           --
Cancellation of shares
 Formerly held by
 Protalex in Enerdyne          --            --       (885,408)         --           --
Increase to record net
 assets of Enerdyne ..         --         118,547         --            --           --
Cancellation of common
 stock amounts for
 Enerdyne ............         --            --           --            --       (833,459)
Name change to
 Protalex, Inc .......         --            --           --            --           --
                         ----------    ----------   ----------    ----------   ----------

                               --      $  143,847    8,982,547       238,500   $     --
                         ==========    ==========   ==========    ==========   ==========
</TABLE>

NOTE D - INTELLECTUAL TECHNOLOGY LICENSE

  The Company has a technology  license  agreement with Alex, LLC (Alex),  a New
  Mexico  Limited   Liability   Company,   for  commercial   rights  to  develop
  bioregulator  type  product(s).  The Company  issued  10,000 shares of Company
  stock as partial payment for the license at the formation of the Company.  The
  Company recorded this nonmonetary transaction at a nominal amount (3 cents per
  share)  based  on the  business  risk  of the  development  stage  venture  at
  inception.  In addition,  the Company  agreed to pay a $20,000  license fee to
  Alex. As the license is exclusive and perpetual, the Company will amortize the
  license  amount  over a  20-year  life on a  straight-line  basis.  Due to the
  development  stage  status of the  Company,  it will  review  the value of the
  license for impairment on a quarterly basis.

NOTE E - INCOME TAXES

  The  Company  has no taxable  income and no income  tax  liability  during the
  reported period of operation.

  The net loss reported on the  statement of operations  ($250,689) is available
  to offset future taxable income. The net operating loss expires in 15 years if
  not utilized during that time. No deferred tax asset has been recorded for the
  NOL as an equivalent  valuation allowance applies against it in recognition of
  the Company's uncertainty as a going concern.

  The merger  transaction  of  Enerdyne  and  Protalex  will be  tax-free  under
  applicable  provisions of the Internal Revenue Code. Under applicable  federal
  tax  statutes  and  regulations  the NOLs  available  to Enerdyne  and carried
  forward to the current year are lost as more than 50% beneficial  ownership of
  Enerdyne changed hands on September 30, 1999.

NOTE F - RELATED PARTIES

  Advance and License Fees owing to Alex, LLC

  Alex,  LLC (Alex) is a New Mexico limited  liability  company and the majority
  owner  of  the  Company's  stock.  Alex  advanced  $20,000  to  the  Company's
  securities lawyers principally in connection with the Company's reverse merger
  transaction. This amount will be repaid by the Company to Alex and is recorded
  as a payable.  Also included in the payable is the $20,000 license fee payment
  owed to Alex discussed in note D.

  Significant Business Relationship with Alex, LLC

  The  Company  anticipates  working  closely  with  Alex  who is the  Company's
  majority  owner.  It is the intent of Mr.  Doherty and Dr. Mann to conduct all
  pure  research  in  Alex  and all  subsequent  development  activities  in the
  Company.  There is no formal  research and  development  contract  between the
  entities at May 31, 2000. However,  the Company  anticipates  reimbursing Alex
  for certain research and laboratory expenses in the coming year.

NOTE G - NOTES RECEIVABLE

  The Company has the following note receivable at May 31, 2000:

  Note receivable from Don Hanosh in the amount of $118,547 plus interest due on
  or before  September 7, 2001. The unpaid balance shall bear interest at a rate
  of nine percent per annum.

NOTE H - LONG-TERM DEBT

  The Company has the following long-term debt at May 31, 2000:

      9% note payable to an individual, due on
         or before September 7, 2001.  Interest
         payments are due in quarterly installments
         with the first payment due on March 7, 2000.
         Note is guaranteed by certain directors of
         Protalex, Inc.                                          $  368,546

      11.5% installment  purchase  agreement,
         due in monthly  installments of $3,015,
         including interest, through May 2003.
         The note is collateralized by equipment.                    91,430
                                                                 ----------

                                                                    459,976
      Less current maturities                                       210,279
                                                                 ----------

      Long-term debt, less current maturities                    $  249,697
                                                                 ==========

  Maturities of long-term debt for each of the years succeeding May 31, 2000 are
  as follows:

        Year
        ----

        2001                                                     $  210,279
        2002                                                        215,674
        2003                                                         34,023
                                                                 ----------

                                                                 $  459,976
                                                                 ==========

NOTE I - GOING CONCERN UNCERTAINTY

  The  accompanying  financial  statements have been prepared in conformity with
  generally accepted accounting  principles,  which contemplate  continuation of
  the Company as a going concern.  The Company is a development stage enterprise
  and  does not have  operating  revenue  nor  anticipate  generating  operating
  revenue for the foreseeable  future. The ability of the Company to continue as
  a going  concern is  dependent  initially  on its ability to raise  sufficient
  investment  capital to fund all necessary  operations and product  development
  activities.  Secondly,  the Company must develop  products that are regulatory
  approved  and market  accepted  to  generate  operating  revenue.  There is no
  assurance that these plans will be realized in whole or in part. The financial
  statements do not include any  adjustments  that might result from the outcome
  of these uncertainties.

NOTE J - STOCK OPTIONS

  The  Company  granted  stock  options  to three  individuals  and a  corporate
  associate to purchase  10,000 shares each of Company common stock at $0.36 per
  share. The options are "stand alone" options. There is no Company stock option
  plan currently.

  The Company  accounted  for the options  using the  "intrinsic"  method  which
  records as  compensation  cost the  difference  between  exercise price of the
  options and the fair market value of Company stock on the measurement  (grant)
  date. $5,120 of compensation  expense was recorded on the Company books at May
  31,  2000 to reflect an  estimated  portion of the  options  awarded  for past
  services of certain individuals and corporate associate. An additional $20,420
  of  compensation  expense will be recorded in future  periods ending April 28,
  2002 to  reflect  an  estimated  portion  of the  options  awarded  for future
  services of the individuals and associate.

  An alternate  method of accounting  for stock options is the fair value method
  based  on  an  accepted  valuation  model.  Compensation  cost  would  not  be
  materially different if it was calculated using the fair value method.

NOTE K - SUBSEQUENT EVENTS

  1.  The  Company  entered  into an  agreement  for a concise  animal  research
      protocol  on January 25, 2000 which  requires  future  payments of $28,200
      subsequent to May 31, 2000,  concurrently  upon completion of the project.
      Completion of the project is expected to be November 2000.

  2.  A payment  of  $183,216  was made in June 2000 to reduce  note  payable to
      individual.  The Company  purchased a certificate of deposit in the amount
      of $250,000 in June 2000.

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

The  Company has not had any changes in or  disagreements  with its  accountants
since inception.

ITEM 9 - DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
         PERSONS

The following table sets forth-certain information with respect to the Company's
directors and executive officers

          Name                  Age                      Position
-------------------------     -------         --------------------------------

John E. Doherty                 46            President and Director

Paul L. Mann, Ph.D.             55            Treasurer, Secretary and Director

Jon M. Aase, M.D.               64            Vice President and Director

Arthur D. Bankhurst, M.D.       63            Director

James K. Strattman              41            Director


JOHN E.  DOHERTY - Mr.  Doherty  has served as  President  and a director of the
Company since November  1999,  and  previously  served as a director of Enerdyne
since August  1999.  From 1976 to 1994,  Mr.  Doherty was a vice  president  and
principal of Doherty & Co., an investment  banking firm. During this time he was
involved in the early and later stage  financing of  companies  such as Thoratec
Laboratories,  SeraCare, Inc., Excalibur Technologies,  and Cypress Biosciences,
Inc. Mr. Doherty attended Tufts University in Boston,  Massachusetts.  From 1994
to the present, Mr. Doherty has been a private investor,  and over the last year
and a half was involved with the early stage development of Protalex.

PAUL L. MANN, PH.D. - Dr. Mann has served a Treasurer, Secretary and director of
Enerdyne  since  August  1999.  From  October to  November  1999,  Dr.  Mann was
Treasurer,  Secretary  and  director of  Protalex.  Dr. Mann is the  inventor of
bioregulator  therapy.  After earning his  bachelors and masters  degrees at the
University of Victory in New Zealand,  he pursued his Ph.D. at Queens University
in Canada and as an Inserm  Fellow at the  Centre  Haeyem/Pasteur  Institute  in
Paris.  He engaged in further  research at the  National  Institute of Health in
Bethesda,  Maryland and at John Hopkins University School of Medicine.  In 1981,
he joined the  faculty at the  University  of New Mexico  School of  Medicine in
Albuquerque,  where he now holds the rank of Associate  Professor in the College
of Pharmacy and in the  Department  of Family  Practice.  His research  into the
biology and function of bioregulator compounds spans 30 years, resulting in more
than 2 dozen publications.

JON M. AASE,  M.D. - Dr. Aase has served as Vice President and a director of the
Company since November  1999,  and  previously  served as a director of Enerdyne
since  August  1999.  Dr.  Aase  graduated  from  Pomona  College in  Claremont,
California  and received his medical  degree from Yale  University in New Haven,
Connecticut.  After a pediatric  internship  at the  University of Minnesota and
residency  at the  University  of  Washington,  he spent two years  studying the
native  population  of  Alaska as a fellow of the  National  Institute  of Child
Health  and Human  Development.  He then  returned  to  Seattle  for a  two-year
fellowship  in  dysmorphology  (the study of birth  defects)  with Dr.  David W.
Smith.  IN 1974,  Dr. Aase joined the  faculty of the  University  of New Mexico
School of Medicine,  where he served as chief of the dysmorphology  division for
16 years.  His  bibliography  contains  more than 40  published  articles  and a
textbook,  DIAGNOSTIC  DYSMORPHOLOGY (Plenum, New York, 1990). Dr. Aase is now a
Clinical  Professor of Pediatrics at the  University of New Mexico.  Dr. Aase is
the brother-in-law of Mr. Doherty.

ARTHUR D.  BANKHURST,  M.D. - Dr.  Bankhurst  has  served as a  director  of the
Company since November  1999,  and  previously  served as a director of Enerdyne
since August 1999. Dr.  Bankhurst  earned his bachelors  degree in  biochemistry
from the Massachusetts  Institute of Technology,  and his M.D. from Case Western
Reserve  University.  He served as a research  fellow at the Hall  Institute  of
Medical Research in Melbourne,  Australia and as a senior research fellow at the
WHO  Research  Unit  in  Geneva,  Switzerland.  He  joined  the  faculty  of the
University  of New  Mexico  in  1971,  and now  holds a joint  professorship  in
internal medicine and microbiology. Dr. Bankhurst's professional accomplishments
in the fields of  arthritis  and  immunology  are  reflected  in his being named
Senior  Investigator  for the Arthritis  foundation from  1974-1979,  as well as
serving as  associate  editor of several  prestigious  medical  journals.  These
journals include The Journal of Immunology  (1984-1987),  Diagnostic  Immunology
Diagnostic Immunology  (1984-1988),  and Clinical Immunology and Immunopathology
(1988-present). With more than 140 publications to his credit, Dr. Bankhurst has
a national  reputation as an  investigator,  and has participated in a number of
multi-center trials of anti-arthritis drugs.

JAMES K. STRATTMAN - Mr. Strattman has served as a director of the Company since
November  1999,  and  previously  served as a director of Enerdyne  since August
1999. Mr. Strattman is currently employed at Excalibur Technologies Corporation,
a  publicly  traded  software  company.  He has held  several  senior  executive
positions,   including   Director  of  Engineering   and  Director  of  Business
Development.  During the last ten years,  Mr.  Strattman  has  provided  venture
capital investments to several public companies through private placements.

ITEM 10 - EXECUTIVE COMPENSATION

Executive Officer Compensation

The  Company  did not pay any of its  executive  officers,  including  its Chief
Executive Officer, any compensation during the fiscal year ended May 31, 2000.

Employment Agreements

The  Company  does  not have  employment  agreements  with any of its  executive
officers.

Director Compensation

The Company does not compensate its directors.

ITEM 11 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
          MANAGEMENT

The  following  table  sets  forth  certain  information   regarding  beneficial
ownership of the Company's  common stock as of May 31, 2000,  (i) by each person
who is known by the  Company  to own  beneficially  more  than 5% of its  common
stock,  (ii)  by  each  of the  Company's  directors,  and  (iii)  by all of the
Company's  officers and  directors as a group.  Except as provided  below,  each
person's address is c/o Protalex, Inc. P.O. Box 30952,  Albuquerque,  New Mexico
87190.

        Name and Address of         Amount and Nature      Percentage of
        of Beneficial Owner         Beneficial Owner         Class (1)
        -------------------         -----------------      -------------

        John E. Doherty (2)             3,312,660            32.5292

        Paul L. Mann (2)                3,312,660            32.5292

        John M. Aase                      276,192             2.7121

        Arthur D. Bankhurst               276,192             2.7121

        James K. Strattman                456,728             4.4849
                                        ---------            -------

                                        7,634,432            74.9677
                                        =========            =======

(1)  Based on a total of 10,183,635  outstanding  shares of the Company's common
     stock.

(2)  Figures  shown for Mr.  Doherty and Dr. Mann reflect their  respective  50%
     ownership of Alex, LLC, a New Mexico limited liability company, which holds
     6,625,320 shares of the Company's common stock.

ITEM 12 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Alex, LLC, a New Mexico limited liability company ("Alex"),  holds approximately
65% of the Company's  outstanding common stock. Alex's Managing Members, each of
who holds a 50% membership interest in Alex are Mr. John Doherty,  the Company's
President, and Dr. Paul Mann, the Company's Treasurer and Secretary. Mr. Doherty
and Dr. Mann are also members of the Company's Board of Directors.

The  bioregulator  technology  which the Company intends to develop and bring to
market is currently  licensed by the Company from Alex  pursuant to a Technology
License Agreement.  Under the Technology License Agreement,  the Company has the
right to use the bioregulator  technology to research,  design,  develop, market
and sell products which  incorporate the  bioregulator  technology and which are
used for the  therapeutic  treatment of rheumatoid  arthritis and other forms of
arthritis.  In exchange  for this  right,  the Company is required to pay Alex a
$20,000  non-refundable  license fee. In addition, at the Company's formation it
issued to Alex 10,000 shares of its common stock, at an aggregate value of $300,
as partial payment for the license. The Company is not obligated to pay Alex any
royalties  or  other  compensation  based  on the  sale or  distribution  of the
Company's bioregulator products.

The Technology  License  Agreement also provides that if Alex is issued a patent
for the bioregulator  technology it licenses to the Company, the Company will be
allowed to continue using the patented bioregulator technology, either by way of
an amendment to the Technology  License Agreement or an agreement by Alex not to
enforce its patent rights against the Company.

In September 1999, Alex advanced $20,000 to the Company's  counsel in connection
with the  acquisition  of  Protalex  by  Enerdyne  and the  preparation  of this
registration statement.

The Company leases an office  facility under an oral agreement with Mr. Doherty,
pursuant to whom Mr. Doherty does not charge the Company rent.

ITEM 13 - INDEX TO EXHIBITS

2.1  Stock Purchase Agreement among     Incorporated by reference, to the
     Protalex, Inc., Don Hanosh and     Company's 10-SB filing December 3, 1999
     Enerdyne Corporation

2.2  Merger Agreement and Plan of       Incorporated by reference, to the
     Re-organization between Protalex,  Company's 10-SB filing December 3, 1999
     Inc. and Enerdyne Corporation

3.1  Articles of Incorporation,         Incorporated  by reference, to the
     as amended                         Company's 10-SB filing December 3, 1999

3.2  Bylaws, as amended                 Incorporated  by reference, to the
                                        Company's 10-SB filing December 3, 1999

10.1 Promissory  Note in favor          Incorporated  by reference, to the
     of Don Hanosh                      Company's 10-SB filing December 3, 1999

10.2 Continuing and Unconditional       Incorporated by reference, to the
     Guaranty executed by               Company's 10-SB filing December 3, 1999
     John E. Doherty

10.3 Continuing and  Unconditional      Incorporated  by  reference, to the
     Guaranty  executed  by             Company's 10-SB filing December 3, 1999
     James K.  Strattman

10.4 Technology  license  Agreement     Incorporated  by reference, to the
                                        Company's 10-SB filing December 3, 1999

10.5 Form of Confidential               Incorporated  by reference, to the
     Disclosure  Agreement              Company's 10-SB filing December 3, 1999

27 Financial Data Schedule              attached

No reports on Form 8-K were filed during the year.


                                   SIGNATURES

In accordance with Section 13 or 15(D) of the Exchange Act the registrant caused
this  registration  statement  to be  signed on its  behalf by the  undersigned,
thereunto duly authorized.

                                 PROTALEX, INC.


Date:  August 23, 2000               By:   John E. Doherty
                                           --------------------------
                                           John E. Doherty, President



       SIGNATURE                        TITLE                         DATE
-------------------------   ---------------------------------    ---------------

John E. Doherty
---------------
John E. Doherty             President and Director               August 23, 2000


Paul L. Mann
-------------------
Paul L. Mann, Ph.D.         Treasurer, Secretary and Director    August 23, 2000


John M. Aase
-----------------
Jon M. Aase, M.D.           Vice President and Director          August 23, 2000


Arthur D. Bankhurst
-------------------------
Arthur D. Bankhurst, M.D.   Director                             August 23, 2000


James K. Strattman
------------------
James K. Strattman          Director                             August 23, 2000