**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





**FORM
      10-KSB**





[
      X
      ]  Annual
      Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
      for the fiscal year ended December 31, 2004.





[   
      ]  Transitional
      Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 for
      the
      transition period from _______________ to ________________.





____________________________________________





Commission
                File No. 000-30237**VICTOR
                INDUSTRIES, INC.**
              (Name
                of small business issuer in its
                charter)


_____________________________________________





Idaho
            91-0784114(State
                or other Jurisdiction
              of
                Incorporation or Organization)
            (IRS
                Employer
              Identification
                Number)





180
                Southwest Higgins Ave.
              Missoula,
                Montana
            59803(Address
                of Principal Executive Offices)
            (Zip
                Code)





(406)
      549-2261


(Issuer's
      Telephone Number)





Securities
                registered under Section 12(g) of the Act:
            NoneSecurities
                to be registered under Section 12(g) of the Act:
            None





Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
      (or
      for such shorter period that the Company 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
      disclosure of delinquent filers in response to Item 405 of Regulation S-B is
      not
      contained in this form, and no disclosure will be contained, to the best of
      registrant's knowledge, in definitive proxy or information statements
      incorporated by reference in Part III of this Form 10-KSB or any amendment
      to
      this Form 10-KSB. [    ].





Issuer's
      revenues for its most recent fiscal year: $1,290.





State
      the
      aggregate market value of the voting stock and non-voting equity held by
      non-affiliates computed by reference to the price at which the stock was sold,
      or the average bid and asked prices of such stock, as of July 20, 2005, was
      $0.01 (rounded to the nearest penny).





State
      the
      number of shares outstanding of each of the issuer's classes of common equity,
      as of the latest practicable date: As of July 20, 2005, there were 229,216,913
      shares of the Company's common stock issued and outstanding.





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





TABLE
      OF
      CONTENTS


FORM
      10-KSB ANNUAL REPORT


_________________________





**VICTOR
      INDUSTRIES, INC.**





Section
            Heading
            PagePart
                IItem
                1
            Description
                of Business
            2Item
                2
            Description
                of Property
            3Item
                3
            Legal
                Proceedings
            3Item
                4
            Submission
                of Matters to a Vote of Security Holders
            3Part
                IIItem
                5
            Market
                for Common Equity and Related Stockholder Matters
            4Item
                6
            Management's
                Discussion and Analysis or Plan of Operations
            4Item
                7
            Financial
                Statements with Index and Auditor's ReportItem
                8
            Changes
                in and Disagreements on Accounting and Financial
                Disclosure
            16Item
                8A
            Controls
                and Procedures
            16Item
                8B
            Other
                Information
            16Part
                IIIItem
                9
            Directors,
                Executive Officers, Promoters and Control Persons, Compliance with
                Section
                16(a) of the Exchange Act
            17Item
                10
            Executive
                Compensation
            17Item
                11
            Security
                Ownership of Certain Beneficial Owners and Management
            18Item
                12
            Certain
                Relationships and Related Transactions
            18Item
                13
            Exhibits
            18Item
                14
            Principal
                Accountant Fees and Services
            18Signatures
            Ex
                31-32





1


**Part
      I**





*The
      following discussion should be read in conjunction with our audited financial
      statements and notes thereto included herein. In connection with, and because
      we
      desire to take advantage of, the "safe harbor" provisions of the Private
      Securities Litigation Reform Act of 1995, we caution readers regarding certain
      forward looking statements in the following discussion and elsewhere in this
      report and in any other statement made by, or on our behalf, whether or not
      in
      future filings with the Securities and Exchange Commission. Forward-looking
      statements are statements not based on historical information and which relate
      to future operations, strategies, financial results or other developments.
      Forward looking statements are necessarily based upon estimates and assumptions
      that are inherently subject to significant business, economic and competitive
      uncertainties and contingencies, many of which are beyond our control and many
      of which, with respect to future business decisions, are subject to change.
      These uncertainties and contingencies can affect actual results and could cause
      actual results to differ materially from those expressed in any forward looking
      statements made by, or our behalf. We disclaim any obligation to update
      forward-looking statements.*





*These
      forward looking statements involve known and unknown risks, uncertainties and
      other factors that may cause our actual results, levels of activity,
      performance, or achievements to be materially different from any future results,
      levels of activity, performance, or achievement expressed or implied by such
      forward-looking statements. In some cases, you can identify forward-looking
      statements by terminology such as "may," "will," "should," "could," "intend,"
      "expects," "plan," "anticipates," "believes," "estimates," "predicts,"
      "potential," or "continue" or the negative of such terms or other comparable
      terminology. Although we believe that the expectations reflected in the
      forward-looking statements are reasonable, we cannot guarantee future results,
      levels of activity, performance, or achievements. Moreover, neither we nor
      any
      other person assumes responsibility for the accuracy and completeness of such
      statements.*





**Item
      1. Description of Business.**





The
      financial information set forth in the following discussion should be read
      in
      conjunction with, and qualified in its entirety by, the financial statements
      of
      the Company included elsewhere herein.




History
      of the Company





Victor
      Industries, Inc. was originally organized under the laws of the State of Idaho
      on January 19, 1926 under the name of Omo Mining and Leasing Corporation. The
      Company was renamed Omo Mines Corporation on January 19, 1929. The name was
      changed again on November 14, 1936 to Kaslo Mines Corporation and finally Victor
      Industries, Inc. on December 24, 1977.




We
      have
      not recorded any significant revenue for the past two years and there is
      substantial doubt about us continuing as a going concern (a "Going Concern
      Warning") as expressed by our auditors in their audit report as of December
      31,
      2003 without funding to develop assets and profitable operations. We have
      received the same Going Concern Warning from our auditors for the fiscal year
      ended December 31, 2004




Our
      current plans center on products related to the use of the mineral known as
      zeolite. Zeolites have the unique distinction of being nature's only negatively
      charged mineral. Zeolites are useful for metal and toxic chemical absorbents,
      water softeners, gas absorbents, radiation absorbents and soil and fertilizer
      amendments. Clinoptilolite, one type of natural zeolite, is our primary focus.
      Clinoptilolite's absorption capabilities of ammonia provide a number of
      applications in the agricultural industry. We are primarily focusing on two
      zeolite compounds in order to produce revenue. We believe that the two primary
      sources of nitrate and phosphate pollution are fertilizers and large animal
      feeding operations.




ENVIROLIZER
      was formulated around the use of zeolite to absorb the ammonia that is released
      by animal discharge from large animal feeding operations. We will then utilize
      the nutrients from the absorption process and turn it into a slow demand release
      fertilizer. We believe that wide spread use of our absorption process will
      significantly reduce pollution from these feeding operations while reducing
      the
      leaching of nitrates and phosphates into the ground water. Because of the
      absorption capabilities of zeolite, we believe that our fertilizer compound
      will
      work effectively for up to three years, depending on the type of crop or plants
      being fertilized, thereby reducing the need for multiple fertilizer applications
      every year. The ENVIROLIZER fertilizer compound is expected to absorb up to
      45%
      of its weight in water and slowly release it when the soil begins to dry thus
      reducing the irrigation cycle. We cannot give any assurances that we will be
      successful in producing a marketable or profitable product.




On
      September 23, 2004, the Company gained approval by the General Services
      Administration (“GSA”) (which basically serves as a purchasing agent for the
      United States federal government) to compete for five-year government contracts
      on offer from government procurement agents. In addition we are initiating
      contact with other companies who may wish to list their products on the GSA
      website for which we intend to charge a percentage of sales. We also intend
      to
      market our proprietary compound solutions to the golf course and horticulture
      industries. We cannot give any assurance that we will be able to compete or
      generate sales in these markets. As of the date of the filing of this Form
      10-KSB, we have generated $0 in sales from sales of products to the
      GSA.





During June
      2004, the Company signed a distribution agreement with Work Transition Services,
      Inc. to distribute the Company products to the federal government. In addition,
      the Company has commenced contract negotiations with the GSA and has taken
      two
      orders for the sale of its ENVIROLIZER products, which were shipped in July
      2004.





Victor
      Industries focus on sales of ENVIROLIZER and development of scientific
      confirmation and real world application of its revolutionary patent pending
      technology was largely diverted due to the acquisition of New Wave Media
      Corporation during March 2003.





The
      requirement for cash flow to continue our sales effort on ENVIROLIZER and
      further our research efforts on absorbing ammonia and phosphates at CAFO turned
      management's focus to the fastest way to cash flow, which we believed was
      through the acquisition of New Wave Media Corporation (“New Wave”) and it's
      radio station. Positive cash flows and earnings appeared to be a month away
      when
      the organization New Wave was leasing the radio frequency from shut the station
      down. The following month New Wave learned that Arbitron (the entity that rates
      audience participation for radio and TV stations nationwide) rated New Wave's
      station the number one station in Great Falls, Montana coveted 18-34 age
      bracket. This demographic is where large national advertisers (such as Pizza
      Hut, Burger King, etc.) spend a preponderance of their advertising
      dollars.








On
      March
      5, 2003 the Company signed an agreement to acquire 100% of the issued and
      outstanding stock of New Wave Media Corporation. The acquisition called for
      the
      issuance of a $75,000 note and 15,000,000 shares of the Company's common stock.
      New Wave Media Corporation operated The Heat 100.3.com radio station, utilizing
      a Time Brokerage Agreement.





In
      July
      2003, Flinn Broadcasting ("Licensee" of the time brokerage agreement) shut
      down
      the radio station claiming non-payment of the required fees. Management of
      the
      Company pursued a temporary restraining order and a permanent injunction against
      this action. On August 20, 2003 the Montana Eighth Judicial District Court
      awarded New Wave Media a permanent injunction.





In
      October 2003, the Licensee again turned the power off at The Heat 100.3 claiming
      non-payment of the required fees. The Company filed an action against the
      Licensee and that suit was subsequently dismissed due to the Company’s inability
      to secure counsel to represent the Company in this matter.




Pursuant
      to the aforementioned litigation, the Company made the decision to suspend
      operations of The Heat 100.3 and all employees were dismissed. The Company
      is no
      longer involved in the radio business in any way.





Marketing
      a new product is a lengthy process with significant risks, there can be no
      assurance that the Company will be successful in its efforts. The Company plans
      a series of new products to enhance its product line. It is easier to add to
      a
      product line once a distribution channel has successfully been
      established.





2


Product
      Liability Insurance





We
      carry
      no direct product liability insurance, relying instead on the coverage
      maintained by our distributors and manufacturing sources from whom we obtain
      product. There is no assurance that this insurance will adequately cover any
      liability claims brought against us. There also can be no assurance that we
      will
      be able to obtain our own liability insurance (should we seek to do so) on
      economically feasible terms. Our failure to maintain our own liability insurance
      could materially adversely affect our ability to sell our products in the
      future. Although no product liability claims have been brought against us to
      date, if there were any such claims brought against us, the cost of defending
      against such claims and any damages paid by us in connection with such claims
      could have a materially adverse impact upon us, including our financial
      position, results of operations and cash flows.




Competition
      And Difficulties In Marketing Products





*Victor
      Industries, Inc.*





There
      is
      tremendous competition in the commercial fertilizer business. Many of
      the
      leading companies have well-established brands that commercial animal feeding
      operations, farmers and government buyers are familiar with, and
      which they have successfully used in the past. Many of our competitors
      are
      large, well financed organizations that have significant distribution channels
      already in place. It is very challenging for the Company to establish a
      distribution channel for a new product and it is equally difficult to market
      a
      new product to consumers who have never used the product. During the period
      ended June 30, 2004, the Company has signed a distribution agreement with Work
      Transition Services, Inc. to distribute the Company products to the federal
      government. In addition, the Company has commenced contract negotiations with
      the GSA. We may not be successful in establishing a market for our
      product.





*New
      Wave Media Corp.*





The
      station has been closed and all employees dismissed.





Research
      and Development





The
      Company is currently not conducting any research programs on its products.
      There
      are no plans to engage in further research of ENVIROLIZER's uses and benefits.





Government
      Regulation





We
      do not
      anticipate significant delays in government approval to operate. Zeolite has
      received a GRAS (generally regarded as safe) rating from the federal government.
      The zeolite mines that we contract with are fully permitted and have operated
      in
      each of the last five years. If government approval was withheld from one of
      the
      sources of raw material we believe we could access supplies from other
      operators.




If
      funding becomes available to the Company, we may develop our own zeolite mine
      and install the milling and bagging equipment necessary to operate
      independently. We cannot assure you that such funding will materialize.





The
      costs
      and effects of compliance with environmental laws (federal, state and local)
      are
      not born directly by us but through the costs imposed on the contract miners.
      Increased costs to the mines will result in higher costs of the raw material
      we
      purchase.





Employees





We
      currently have no full time employees.  We intend to employ independent
      distributors for sales efforts, as well as mining, milling and packaging. Our
      directors have contracts with the Company and are receiving the Company's common
      stock as compensation, with an accrual recorded for director services rendered
      since October 2003.





**Item
      2. Description of Property.**





We
      do not
      presently own any real property.




The
      Company holds two zeolite mining claims in Idaho. The cost of holding these
      claims is approximately $400 per year. Substantial work has been done by the
      previous claimant, Allied Chemical, on these claims. Although Company management
      believes the reserves in its mining claims are substantial (based on work done
      on these claims by Allied Chemical) and in spite of the fact that the Company
      has been given a mining permit for the property; given the price of zeolite
      in
      the current market, and the Company does not intend to invest capital to mine
      its claims.





**Item
      3. Legal Proceedings.**





On
      March
      5, 2003, the Company acquired 100% of the issued and outstanding stock of New
      Wave Media Corporation (“New Wave”), which owned and operated a radio station
      known as The Heat 100.3. New Wave was leasing its radio frequency from Flinn
      Broadcasting (“Licensee”).





In
      July
      2003, the Licensee shut down the radio station claiming non-payment of required
      fees. Management of the Company pursued a temporary restraining order and a
      permanent injunction against this action. On August 20, 2003 the Montana Eighth
      Judicial District Court awarded New Wave Media a permanent injunction. Subsequently,
      in October 2003, Licensee once again turned the power off at The Heat 100.3
      in
      Great Falls, MT. The Company filed an action against the Licensee. The suit
      was
      subsequently dismissed with prejudice.





**Item
      4. Submission Of Matters To A Vote Of Security Holders.**





We
      did
      not hold a shareholders meeting during the time period covered by this
      report.








3


**Part
      II**





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





Our
      Common Stock is traded in the over-the-counter market and quoted on OTC EBB
      under the symbol "VICI" and quoted in the pink sheets published by the National
      Quotations Bureau. From time to time, a very small number of securities
      broker-dealers published only intermittent quotations for the Common Stock,
      and
      there was no continuous, consistent trading market. The trading volume in the
      Common Stock has been and is extremely limited. During the above period, the
      limited nature of the trading market created the potential for significant
      changes in the trading price for the Common Stock as a result of relatively
      minor changes in the supply and demand for Common Stock and perhaps without
      regard to our business activities. Because of the lack of specific transaction
      information and our belief that quotations during the period were particularly
      sensitive to actual or anticipated volume of supply and demand, we do not
      believe that such quotations during this period are reliable indicators of
      a
      trading market for the Common Stock.





For
      the
      periods indicated, the following table sets forth the high and low bid prices
      per share of our common stock. These prices represent inter-dealer quotations
      without retail markup, markdown, or commission and may not necessarily represent
      actual transactions.





**FISCAL
                YEAR 2004**
            **HIGH
                BID**
            **LOW
                BID**First
                Quarter
            $.015
            $.003Second
                Quarter
            .0225
            .055Third
                Quarter
            .0225
            .01Fourth
                Quarter
            .0225
            .01




**FISCAL
                YEAR 2003**
            **HIGH
                BID**
            **LOW
                BID**First
                Quarter
            $0.01
            $0.01Second
                Quarter
            .06
            .02Third
                Quarter
            .01
            .01Fourth
                Quarter
            .01
            .004





Trades
      of
      our common stock are subject to Rule 15g-9 of the Securities and Exchange
      Commission, known as the Penny Stock Rule. This rule imposes requirements on
      broker/dealers who sell securities subject to the rule to persons other than
      established customers and accredited investors. For transactions covered by
      the
      rule, brokers/dealers must make a special suitability determination for
      purchasers of the securities and receive the purchaser’s written agreement to
      the transaction prior to sale. The Securities and Exchange Commission also
      has
      rules that regulate broker/dealer practices in connection with transactions
      in
“penny stocks.” Penny stocks generally are equity securities with a price of
      less than $5.00 (other than securities registered on certain national securities
      exchanges or quoted on the NASDAQ system, provided that current price and volume
      information with respect to transactions in that security is provided by the
      exchange or system). The Penny Stock Rules requires a broker/ dealer, prior
      to a
      transaction in a penny stock not otherwise exempt from the rules, to deliver
      a
      standardized risk disclosure document prepared by the Commission that provides
      information about penny stocks and the nature and level of risks in the penny
      stock market. The broker/dealer also must provide the customer with current
      bid
      and offer quotations for the penny stock, the compensation of the broker/dealer
      and its salesperson in the transaction, and monthly account statements showing
      the market value of each penny stock held in the customer’s account. The bid and
      offer quotations, and the broker/dealer and salesperson compensation
      information, must be given to the customer orally or in writing prior to
      effecting the transaction and must be given to the customer in writing before
      or
      with the customer’s confirmation. These disclosure requirements have the effect
      of reducing the level of trading activity in the secondary market for our common
      stock. As a result of these rules, investors may find it difficult to sell
      their
      shares.





Holders




As
      of
      July 20, 2005, there were approximately 356 record owners of our common
      stock.




Dividends




We
      have
      never paid cash dividends and have no plans to do so in the foreseeable future.
      Our future dividend policy will be determined by our board of directors and
      will
      depend upon a number of factors, including our financial condition and
      performance, our cash needs and expansion plans, income tax consequences, and
      the restrictions that applicable laws, our current preferred stock instruments,
      and our future credit arrangements may then impose.








Recent
      Sales Of Unregistered Securities; Use Of Proceeds From Registered
      Securities





There
      have been no sales of unregistered securities within the last three years,
      which
      would be required to be disclosed pursuant to Item 701 of Regulation S-B, except
      for those already disclosed in the Form 10-QSBs and Form 8-Ks filed during
      the
      2004 calendar year, all of which are incorporated by reference
      herein.





Transfer
      Agent





The
      transfer agent for our Common Stock is Florida Atlantic Stock Transfer, 7130
      Nob
      Hill Road, Tamarac, Florida 33321.





**Item
      6. Management's Discussion And Analysis Or Plan Of Operation.**





*The
      following discussion should be read in conjunction with our audited financial
      statements and notes thereto included herein. In connection with, and because
      we
      desire to take advantage of, the "safe harbor" provisions of the Private
      Securities Litigation Reform Act of 1995, we caution readers regarding certain
      forward looking statements in the following discussion and elsewhere in this
      report and in any other statement made by, or on our behalf, whether or not
      in
      future filings with the Securities and Exchange Commission. Forward-looking
      statements are statements not based on historical information and which relate
      to future operations, strategies, financial results or other developments.
      Forward looking statements are necessarily based upon estimates and assumptions
      that are inherently subject to significant business, economic and competitive
      uncertainties and contingencies, many of which are beyond our control and many
      of which, with respect to future business decisions, are subject to change.
      These uncertainties and contingencies can affect actual results and could cause
      actual results to differ materially from those expressed in any forward looking
      statements made by, or our behalf. We disclaim any obligation to update
      forward-looking statements.*





Critical
      Accounting Policies .





Our
      critical and significant accounting policies, including the assumptions and
      judgments underlying them, are disclosed in the Notes to the Financial
      Statements. These policies have been consistently applied in all material
      respects and address such matters as revenue recognition and depreciation
      methods. The preparation of the financial statements in conformity with
      generally accepted accounting principles in the United States requires
      management to make estimates and assumptions that affect the reported amounts
      of
      assets and liabilities and disclosure of contingent assets and liabilities
      at
      the date of the financial statements and the reported amounts of revenues and
      expenses during the reported period. Actual results could differ from those
      estimates.





The
      financial information set forth in the following discussion should be read
      in
      conjunction with, and qualified in its entirety by, the financial statements
      of
      the Company included elsewhere herein.





Financial
      Condition And Changes In Financial Condition





*Overall
      Operating Results*





We
      did
      not have any zeolite sales or sales of any Company products for the year ended
      December 31, 2004 and 2003. We anticipate that increased marketing efforts
      for
      the fertilizer compound in the future will generate the required revenues to
      sustain our anticipated growth. There can be no assurances that such sales
      will
      occur or that our patent application will be approved. Operating expenses were
      $1,229,148 for the current year and were primarily incurred for professional,
      legal, accounting and consulting fees incurred in connection with the compliance
      costs incurred with filing requirements with the SEC and with its application
      to
      the General Services Administration to list our products on the GSA Advantage
      website. The comparable operating expenses for the prior year were $246,646.
      These expenses were incurred for consulting fees that relate to the registering
      of our securities in connection with the filing of SEC form 10KSB as well as
      general business development; management fees paid to our Chief Executive
      Officer in lieu of wages; licenses and fees for registering our securities;
      professional fees for legal and accounting fees for completing our quarterly
      filing requirements for the Securities and Exchange Commission; travel expenses
      for marketing and attending trade shows and non-cash charges for services
      rendered where the payee accepted our common stock in lieu of cash.





We
      incurred a net loss for the year ended December 31, 2004 of $1,215,498 as
      compared to a net loss of $476,442 for the year ended December 31, 2003. The
      2003 losses were attributable to the aforementioned operating expenses, and
      the
      discontinued operations of New Wave Media.





Results
      of Operations for year ended December 31, 2004 as compared with the year prior
      fiscal year ended May 31, 2004 .





We
      generated $1,290 in revenues during the year ended December 31, 2004 versus
      $0
      for the year ended December 31, 2003.





*Operating
      Expenses*





We
      have
      accumulated $5,800,000 of net operating loss carry forwards as of December
      31,
      2004, that may be offset against future taxable income. There will be
      limitations on the amount of net operating loss carry forwards that can be
      used
      due to the change in the control of the management of the Company. No tax
      benefit has been reported in the financial statements, because we believe there
      is almost a 100% chance the carry forwards will expire unused. Accordingly,
      the
      potential tax benefits of the loss carry forwards is offset by valuation
      allowance of the same amount.





Liquidity
      And Capital Resources





*Stock
      Sold For Cash*





We
      will
      need additional financing in order to implement our business plan and continue
      as a going concern. We do not currently have a source for any additional
      financing and we cannot give any assurances that we will be able to secure
      any
      financing.




*Plan
      of Operation*





The
      Company has two main initiatives underway: (1) to begin the sales, distribution
      and further development of the fertilizer business; and (2) to continue
      discussions with companies that are interested in being acquired by Victor
      Industries.





Plan
      of Operation for the Next Twelve Months





*Fertilizer
      Business*





The
      Company has refocused its efforts on sales of ENVIROLIZER and the funding of
      research to confirm the Company’s belief that its technology will effectively
      absorb ammonia and phosphates from animal waste streams at CAFO’s (Concentrated
      Animal Feeding Operations) and harvest what would be a truly organic, long
      lasting, non-leaching fertilizer/ soil amendment. The addition of this product
      to the soil confers permanent benefits such as using less water, less frequently
      than possible now while generally enhancing yields.





In
      2005
      Victor Industries intends to introduce additional products, including a potting
      soil pre-mixed with ENVIROLIZER, an organic version of ENVIROLIZER and a twenty
      pound version for retail customers.





The
      Company intends to finance this aspect of its business through cash flow
      generated from prospective fertilizer sales and through the sale of the
      Company's common shares.





Acquisitions
      and Mergers





Victor
      Industries is interested in acquiring businesses outside of the Company's
      traditional fertilizer business. In this regard, the Company will continue
      to
      explore opportunities that have been presented to the Company from other private
      and public entities.





In
      our
      opinion, the Company will have to raise working capital from outside sources
      during the next twelve months to meet our obligations and commitments as they
      become payable. Historically, we have been successful in our efforts to secure
      working capital from private placements of common stock and loans from
      private investors.




Inflation





Our
      results of operations have not been affected by inflation and we do not expect
      inflation to have a significant effect on our operations in the
      future.




Forward-Looking
      Information





From
      time
      to time, our representatives or we have made or may make forward-looking
      statements, orally or in writing. Such forward-looking statements may be
      included in, but not limited to, press releases, oral statements made with
      the
      approval of an authorized executive officer or in various filings made by us
      with the Securities and Exchange Commission. Words or phrases "will likely
      result", "are expected to", "will continue", "is anticipated", "estimate",
      "project or projected", or similar expressions are intended to identify
      "forward-looking statements". Such statements are qualified in their entirety
      by
      reference to and are accompanied by the above discussion of certain important
      factors that could cause actual results to differ materially from such
      forward-looking statements.





Management
      is currently unaware of any trends or conditions other than those previously
      mentioned in the management's discussion and analysis that could have a material
      adverse effect on the Company's consolidated financial position, future results
      of operations, or liquidity. However, investors should also be aware of factors
      that could have a negative impact on the Company's prospects and the consistency
      of progress in the areas of revenue generation, liquidity, and generation of
      capital resources. These include:(i) variations in revenue, (ii) possible
      inability to attract investors for its equity securities or otherwise raise
      adequate funds from any source should the Company seek to do so, (iii) increased
      governmental regulation, (iv) increased competition, (v) unfavorable outcomes
      to
      litigation involving the Company or to which the Company may become a party
      in
      the future and, (vi) a very competitive and rapidly changing operating
      environment.





The
      risks
      identified here are not all inclusive. New risk factors emerge from time to
      time
      and it is not possible for management to predict all such risk factors, nor
      can
      it assess the impact of all such risk factors on the Company's business or
      the
      extent to which any factor or combination of factors may cause actual results
      to
      differ materially from those contained in any forward-looking statements.
      Accordingly, forward-looking statements should not be relied upon as a
      prediction of actual results.





Going
      Concern





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 history of losses and the inability for the
      Company to make a profit from selling a good or service has raised substantial
      doubt about our ability to continue as a going concern.





In
      spite
      of the fact that the current obligations of the Company are relatively minimal,
      given the cash position of the Company, we
      have very little cash to meet obligations as they arise .





We
      intend
      to fund the Company and attempt to meet corporate obligations by selling common
      stock. However the Company's common stock is at a very low price and is not
      actively traded.





We
      face
      exposure to fluctuations in the price of our common stock due to the very
      limited cash resources we have. For example, the Company has very limited
      resources to pay legal and accounting professionals. If we are unable to pay
      a
      legal or accounting professional in order to perform various professional
      services for the company, it may be difficult, if not impossible, for the
      Company to maintain its reporting status under the Securities Exchange Act
      of
      1934. If the Company felt that it was likely that it would not be able to
      maintain its reporting status, it would make a disclosure by filing a Form
      8-K
      with the SEC. In any case, if the Company was not able to maintain its reporting
      status, it would become "delisted" and this would potentially cause an investor
      or an existing shareholder to lose all or part of his investment.








4


**VICTOR
                INDUSTRIES, INC.**
              **AND
                SUBSIDIARY**
              
              FINANCIAL
                REPORT
              
              DECEMBER
                31, 2004




CONTENTS





**Financial
                Statements**
            **Page**Report
                of  Independent Registered Public Accounting Firm
            F
                -
                1Consolidated
                Balance Sheet
            F
              - 2Consolidated
                Statements of Operations
            F
              -
              3Consolidated
                Statements of Stockholders'Deficit
            F
              -
              4Consolidated
                Statemens of Cash Flows
            F
              - 5Notes
                to Consolidated Financial Statements
            F
              -
              6























**REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**





To
      the
      Board of Directors


Victor
      Industries, Inc. and Subsidiary


Missoula,
      Montana








We
      have
      audited the accompanying consolidated balance sheet of Victor Industries, Inc.
      and Subsidiary as of December 31, 2004, and the related consolidated
      statements of operations, stockholders' equity (deficit), and cash flows for
      the
      years ended December 31, 2004 and 2003. These consolidated financial
      statements are the responsibility of the Company's management. Our
      responsibility is to express an opinion on these financial statements based
      on
      our audits.





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





In
      our
      opinion, the consolidated financial statements referred to above present fairly,
      in all material respects, the financial position of Victor Industries, Inc.
      and
      Subsidiary as of December 31, 2004, and the results of their operations
      and
      their cash flows for the years ended December 31, 2004 and 2003, in
      conformity with accounting principles generally accepted in the United
      States.





The
      accompanying consolidated financial statements have been prepared assuming
      the
      Company will continue as a going concern. As discussed in Note 1 to
      the
      consolidated financial statements, the Company has not generated positive cash
      flows from operations and has an accumulated deficit at December 31,
      2004.
      These conditions raise substantial doubt about the Company's ability to continue
      as a going concern. Management's plan regarding those matters is also described
      in Note 1. The consolidated financial statements do not include any
      adjustments that might result from the outcome of this uncertainty.








/s/
      Peterson Sullivan PLLC





July
      6,
      2005


Seattle,
      Washington








F
          -
          1





**VICTOR
      INDUSTRIES, INC. AND SUBSIDIARY**




CONSOLIDATED
      BALANCE SHEET




December
      31, 2004


ASSETSCurrent
                AssetsCash
            
            
            
            
            $
            19Prepaid
                expenses
            
            
            
            
            
            10,956Total
                current assets
            
            
            
            
            
            10,975Equipment,
                net of accumulated depreciation of $13,034
            
            2,159$
            13,134LIABILITIES
                AND STOCKHOLDERS' DEFICITCurrent
                LiabilitiesAccounts
                payable and accrued expenses
            
            
            
            
            $
            291,761Notes
                payable, related party
            
            
            
            
            
            50,136Liabilities
                of discontinued operations
            
            
            
            
            
            169,843Total
                current liabilities
            
            
            
            
            
            511,740Stockholders'
                DeficitCommon
                stock, $0.0001 par value, 1,000,000,000 shares authorized,229,016,913
                shares issued and outstanding
            
            
            
            
            
            22,902Common
                stock issuable, 7,500,000 shares
            
            
            
            
            
            750Stock
                subscription receivable
            
            
            
            
            
            (54,200
            )Additional
                paid-in capital
            
            
            
            
            
            5,332,022Accumulated
                deficit
            
            
            
            
            
            (5,800,080
            )Total
                stockholders' deficit
            
            
            
            
            
            (498,606
            )$
            13,134








See
            Notes
            to Consolidated Financial Statements
 F
          -
          2





**VICTOR
      INDUSTRIES, INC. AND SUBSIDIARY**




CONSOLIDATED
      STATEMENTS OF OPERATIONS




For
      the
      Years Ended December 31, 2004 and 2003


2004
            
            2003Revenues
            
            $
            1,290
            
            $
            -Cost
                of sales
            
            
            3,220Gross
                margin
            
            
            (1,930
            )
            
            -Operating
                expensesSelling
                and administrative
            
            
            1,226,109
            
            
            213,263Depreciation
                and amortization
            
            
            3,039
            
            
            3,025Bad
                debt expense, related party
            
            
            -
            
            
            30,3581,229,148
            
            
            246,646Other
            
            
            28,340Loss
                from continuing operations
            
            
            (1,202,738
            )
            
            (246,646
            )Discontinued
                operationsLoss
                from operations of New Wave Media
            
            
            (12,760
            )
            
            (229,796
            )Net
                loss
            
            $
            (1,215,498
            )
            $
            (476,442
            )Net
                loss per common share (basic and fully diluted)Continuing
                operations
            
            $
            (0.01
            )
            $
            (0.00
            )Discontinued
                operations
            
            
            (0.00
            )
            
            (0.00
            )Net
                loss per common share
            
            $
            (0.01
            )
            $
            (0.00
            )Weighted
                average number of shares outstanding
            
            
            171,655,026
            
            
            135,930,025











See
            Notes
            to Consolidated Financial Statements
 F
          -
          3





**VICTOR
      INDUSTRIES, INC. AND SUBSIDIARY**




CONSOLIDATED
      STATEMENTS OF STOCKHOLDERS' DEFICIT




For
      the
      Years Ended December 31, 2004 and 2003


Common
                Stock
            
            Common
                Stock IssuableNumber
                of Shares
            
            Amount
            
            Number
                of Shares
            
            Amount
            
            Additional
                Paid-in Capital
            
            Stock
                Subscription Receivable
            
            Accumulated
                Deficit
            
            TotalBalance
                at December 31, 2002
            
            
            121,721,692
            
            $
            12,172
            
            
            -
            
            $
            -
            
            $
            4,147,884
            
            $
            (65,000
            )
            $
            (4,108,140
            )
            $
            (13,084
            )Common
                stock issued for debtsettlement
            
            
            14,000,000
            
            
            1,400
            
            
            -
            
            
            -
            
            
            73,600
            
            
            -
            
            
            -
            
            
            75,000Common
                stock issued for services
            
            
            15,500,000
            
            
            1,550
            
            
            -
            
            
            -
            
            
            153,450
            
            
            
            
            
            
            
            
            155,000Payment
                on subscription
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            10,800
            
            
            -
            
            
            10,800Net
                loss
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (476,442
            )
            
            (476,442
            )Balance
                at December 31, 2003
            
            
            151,221,692
            
            
            15,122
            
            
            -
            
            
            -
            
            
            4,374,934
            
            
            (54,200
            )
            
            (4,584,582
            )
            
            (248,726
            )Common
                stock issued for debtsettlement
            
            
            30,199,305
            
            
            3,020
            
            
            -
            
            
            -
            
            
            445,360
            
            
            -
            
            
            -
            
            
            448,380Common
                stock issued and issuablefor
                services
            
            
            47,595,916
            
            
            4,760
            
            
            7,500,000
            
            
            750
            
            
            511,728
            
            
            -
            
            
            -
            
            
            517,238Net
                loss
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (1,215,498
            )
            
            (1,215,498
            )Balance
                at December 31, 2004
            
            
            229,016,913
            
            $
            22,902
            
            
            7,500,000
            
            $
            750
            
            $
            5,332,022
            
            $
            (54,200
            )
            $
            (5,800,080
            )
            $
            (498,606
            )











See
            Notes
            to Consolidated Financial Statements
 F
          -
          4





**VICTOR
      INDUSTRIES, INC. AND SUBSIDIARY**




CONSOLIDATED
      STATEMENTS OF CASH FLOWS




For
      the
      Years Ended December 31, 2004 and 2003


2004
            
            2003Cash
                flows from operating activitiesNet
                loss
            
            $
                (1,215,498)
            
            $
                (476,442)Adjustments
                to reconcile net loss to cash flows used in operatingactivitiesCommon
                stock issued and issuable for services
            
            
            
            
            
            517,238
            
            
            155,000Depreciation
            
            
            
            
            
            3,039
            
            
            3,025Bad
                debt expense, related party
            
            
            
            
            
            -
            
            
            45,474Change
                in assets and liabilitiesPrepaid
                expenses
            
            
            
            
            
            94,044
            
            
            (105,000
            )Accounts
                payable and accrued expenses
            
            
            
            
            
            137,731
            
            
            83,607Liabilities
                of discontinued operations
            
            
            
            
            
            8,630
            
            
            206,041Net
                cash flows used in operating activities
            
            
            
            
            
            (454,816
            )
            
            (88,295
            )Cash
                flows from financing activitiesPayment
                on stock subscription
            
            
            
            
            
            -
            
            
            10,800Proceeds
                from notes payable, related parties
            
            
            
            
            
            454,729
            
            
            76,411Net
                cash flows provided by financing activities
            
            
            
            
            
            454,729
            
            
            87,211Net
                decrease in cash and cash equivalents
            
            (87
            )
            
            (1,084
            )Cash
                at beginning of the year
            
            106
            
            
            1,190Cash
                at end of the year
            $
            19
            
            $
            106Interest
                paid
            
            
            
            
            $
            -
            
            $
            -Income
                taxes paid
            
            
            
            
            $
            -
            
            $
            -Supplemental
                Non-cash Investing and Financing ActivitiesAcquisition
                of New Wave Media CorporationFair
                value of assets acquired
            
            
            
            
            $
            -
            
            $
            165,920Less:
                liabilities assumed
            
            
            
            
            
            -
            
            
            (920
            )Issuance
                of note payable
            
            
            
            
            
            -
            
            
            (78,000
            )Value
                of common stock
            
            
            
            
            
            -
            
            
            (90,000
            )











See
            Notes
            to Consolidated Financial Statements
 F
          -
          5







**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**













**Note
      1. The Company and Significant Accounting Policies**





**The
      Company**





Victor
      Industries, Inc., was incorporated on January 19, 1926, as Omo Mines
      Corporation under the Laws of the State of Idaho. On November 14, 1936,
      the
      name was changed to Kaslo Mines Corporation. On December 24, 1977, the
      name
      was changed to Victor Industries, Inc.





The
      Company was originally organized to purchase and develop mining properties.
      On
      December 31, 1988, the Company sold its assets, net of liabilities,
      and the
      Company became inactive. In 1993, the Company began zeolite mining and marketing
      operations. Zeolite is an ammonia absorbent, air purifier and hazardous waste
      absorbent. The Company is presently developing a product using zeolite, which
      can be used in fertilizer to reduce pollution of streams and rivers. A patent
      has been applied for on a preliminary basis. The Company extracts zeolite by
      utilizing independent contractors at a property in Owhyee County, Idaho. Private
      contractors do the milling, manufacturing and packaging. The Company does not
      own any mining or manufacturing equipment or facilities and has realized no
      revenues from zeolite products during the years ended December 31, 2004
      and
      2003. The Company owns mineral claims, as evidenced by right of title with
      the
      Bureau of Land Management, two of which are located in Pershing County, Nevada,
      which have not been developed and two zeolite claims in Owhyee County, Idaho.
      The Company currently has one operating segment.





The
      Company's office space is currently provided on a rent-free basis by the Chief
      Executive Officer of the Company. Due to limited Company operations, any
      facilities expenses are not material and have not been recognized in these
      consolidated financial statements.





**Going
      Concern**





The
      Company has incurred significant losses from operations in each of the last
      two
      years and has an accumulated deficit at December 31, 2004. The Company's
      ability to continue as a going concern is in substantial doubt and is dependent
      upon obtaining additional financing and/or achieving a sustainable profitable
      level of operations. The financial statements do not include any adjustments
      that might result from the outcome of this uncertainty.





Management
      of Company has undertaken steps as part of a plan with the goal of sustaining
      Company operations for the next twelve months and beyond. These steps include:
      (a) attempting to establish a market for its zeolite products; (b) attempting
      to
      raise additional capital and/or other forms of financing; (c) controlling
      overhead and expenses; and (d) considering other business alternatives. There
      can be no assurance that any of these efforts will be successful.








F
          -
          6





**Principles
      of Consolidation**





The
      accompanying consolidated financial statements include the accounts of Victor
      Industries and its wholly owned subsidiary, New Wave Media (collectively the
      "Company"). All inter-company accounts and transactions have been eliminated.





**Business
      Acquisition and Discontinued Operations**





On
      March 5, 2003, the Company signed an agreement to acquire 100% of the
      issued and outstanding stock of New Wave Media Corporation, a Nevada corporation
      ("New Wave Media"). The acquisition was accounted for as a purchase transaction
      and accordingly the purchase price was allocated to assets and liabilities
      based
      on the estimated fair value as of the date of acquisition. The results of
      operations of New Wave Media have been consolidated into the Company from the
      date of acquisition. The excess of the consideration paid over the estimated
      fair value of net assets acquired in the amount of $113,850 was recorded as
      goodwill. Included in the original purchase price was 15,000,000 shares of
      the
      Company's common stock having an estimated fair value of $90,000. Subsequent
      to
      the purchase, because of uncertainty arising from the closure of the radio
      station (discussed below), the Company exercised its option to rescind the
      acquisition agreement and did not issue the shares to affect the acquisition.
      Accordingly, the Company recorded a $113,850 impairment of goodwill in 2003,
      that is included in the loss from discontinued operations in the 2003 financial
      statements.





New
      Wave
      Media operated "The Heat" 100.3.com radio station, utilizing a Time Brokerage
      Agreement, which required New Wave Media to purchase time on KFLL (FM) radio
      in
      Great Falls, Montana. During July and October 2003, the licensee of the time
      brokerage agreement shut down the radio station claiming non-payment of the
      required fees. Though management obtained a permanent injunction during the
      third quarter of 2004, the case was subsequently dismissed with prejudice.
      Accordingly, the operations of New Wave Media have been reflected as
      discontinued operations in these consolidated financial statements. There were
      no revenues in 2004 and $23,805 in revenues in 2003 from discontinued
      operations.





**Equipment**





Equipment
      is stated at cost and is depreciated using straight-line method over the
      estimated useful lives.





**Note
      Payable, Related Party**





The
      Company has a note payable to a stockholder. The note is due on demand, is
      unsecured, and has no stated interest rate.





**Fair
      Value of Financial Instruments**





Financial
      instruments consist of cash, accounts payable and accrued expenses, notes
      payable, related party, and liabilities of discontinued operations. The fair
      value of these financial instruments approximates the carrying amounts due
      to
      the short-term nature.








11
 F
          -
          7





**Revenue
      Recognition**





The
      Company recognizes revenue when a sale is made, the fee is fixed and
      determinable, collectibility is probable, and no additional services on behalf
      of the Company are required.





**Comprehensive
      Income**





The
      Company had no items of other comprehensive income in 2004 and
      2003.





**Stock-based
      Compensation**





The
      Company accounts for stock-based compensation under the recognition and
      measurement principles of APB Opinion No. 25, "Accounting for Stock
      Issued
      to Employees," and related interpretations. No stock-based employee compensation
      cost is reflected in the net loss when options granted under the plan have
      an
      exercise price equal to or greater than the market value of the underlining
      common stock on the date of grant. No options have been granted to employees
      under the plan, therefore no reconciliation is provided of the effects on net
      loss in applying the fair value recognition provisions of SFAS No. 123,
      "Accounting for Stock-Based Compensation." Compensation for stock options and
      warrants to purchase stock granted to non-employees is measured using the
      Black-Scholes valuation model at the date of grant multiplied by number of
      options or warrants granted. The issuance of common shares for services is
      recorded at the quoted price of the shares on the date the services are
      rendered.





**Income
      Taxes**





The
      Company accounts for income taxes under an asset and liability approach that
      requires recognition of deferred tax assets and liabilities for expected future
      tax consequences of events that have been recognized in the Company's financial
      statements or tax returns. In estimating future tax consequences, the Company
      generally considers all expected future events other than enactments of changes
      in the tax laws or rates.





**Earnings
      per Share**





Basic
      loss per share is computed by dividing the net loss available to common
      stockholders by the weighted average number of common shares outstanding in
      the
      period. Diluted loss per share takes into consideration common shares
      outstanding (computed under basis earnings per share) and potentially dilutive
      securities. Common stock issuable is considered outstanding as of the original
      approval date for purposes of earnings per share computations.





**Use
      of Estimates**





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





F
          -
          8





**New
      Accounting Pronouncements**





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





SFAS No. 152, *Accounting
      for Real Estate Time-Sharing Transactions* ,
      is
      effective for fiscal years beginning after June 15, 2005. This statement
      amends SFAS No. 66, *Accounting
      for Sales of Real Estate* ,
      to
      reference the financial accounting and reporting guidance for real estate
      time-sharing transactions that is provided in American Institute of Certified
      Public Accountants Statement of Position 04-2, *Accounting
      for Real Estate Time-Sharing Transactions* .
      The
      adoption of SFAS No. 152 is expected to have no impact on the
      Company's financial statements.





SFAS No. 123(R), *Share-Based
      Payment* ,
      replaces SFAS No. 123, *Accounting
      for Stock-Based Compensation* ,
      and
      supersedes APB Opinion No. 25, *Accounting
      for Stock Issued to Employees* .
      This
      statement requires that the compensation cost relating to share-based payment
      transactions be recognized at fair value in the financial statements. The
      Company is required to apply this statement in the first interim period that
      begins after December 15, 2005. The Company is currently analyzing the
      requirements of the adoption of SFAS No. 123(R).





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





Financial
      Accounting Standards Board Interpretation ("FIN") No. 46(R) revised
      FIN No. 46, *Consolidation
      of Variable Interest Entities* ,
      requiring the consolidation by a business of variable interest entities in
      which
      it is the primary beneficiary. The adoption of FIN No. 46(R) is expected to
      have
      no impact on the Company's financial statements.





The
      Emerging Issues Task Force ("EITF") reached consensus on Issue No. 03-1, *The
      Meaning of Other-Than-Temporary Impairment and Its Application to Certain
      Investments* ,
      which
      provides guidance on determining when an investment is considered impaired,
      whether that impairment is other than temporary and the measurement of an
      impairment loss. The FASB issued FSP EITF 03-1-1, *Effective
      Date of Paragraphs 10-20 of EITF Issue No. 03-1, The Meaning
      of
      Other-Than-Temporary Impairment and Its Application to Certain
      Investments* ,
      which
      delays the effective date for the measurement and recognition criteria contained
      in EITF 03-1 until final application guidance is issued. The adoption
      of
      this consensus or FSP is expected to have no impact on the Company's financial
      statements.








F-
          9





The
      EITF
      reached a consensus on Issue No. 04-8, *The
      Effect of Contingently Convertible Debt on Diluted Earnings Per
      Share* ,
      which
      addresses when the dilutive effect of contingently convertible debt instruments
      should be included in diluted earnings (loss) per share. Upon ratification
      by
      the Financial Accounting Standards Board, EITF 04-8 will become effective
      for reporting periods ending after December 15,  2004 .
      The
      adoption of EITF 04-8 did not have an impact on diluted earnings (loss)
      per share of the Company.





**Reclassification**





Certain
      amounts on the prior year's consolidated financial statements have been
      reclassified to conform to the current year presentation.











**Note
      2. Related Party Transactions**





During
      the year 2004, the Company issued 9,000,000 shares of common stock to Ms. Penny
      Sperry, former CEO and Chairman of the Company, as payment on her outstanding
      loan balance in the amount of $90,000.





During
      2004, Ms. Sperry advanced the Company $53,547. The outstanding balance of
      $50,136 is non-interest bearing and is payable upon demand.





During
      the first-quarter of 2003, Ms. Sperry, was issued 13,000,000 shares, at $0.005
      per share equaling $65,000, as payment on her outstanding loan balance. At
      the
      same time, Ms. Sperry paid legal fees, equaling $65,000, on behalf of the
      Company.





During
      2003, Ms. Sperry advanced the Company approximately $74,000. Outstanding
      advances are non-interest bearing and are payable upon demand.





Additionally,
      Ms. Sperry entered into a one-year agreement to provide consulting services
      to
      the Company. As consideration for services to be rendered, the consultant
      receives a monthly fee of $3,000. The consulting services agreement was
      cancelled upon the resignation of Ms. Sperry during March 2003. As of December
      31, 2003, $15,000 in consulting fees is unpaid and is included in Notes Payable,
      Related Party.





During
      the second-quarter of 2003, the Company wrote off as uncollectible $30,358
      of
      loans receivable from Blue Rock Minerals, a company owned by a former officer
      and director of New Wave Media.





During
      the fourth-quarter of 2003, the Company also wrote off as uncollectible $15,116
      of advances to Josh Gager, the Company's former CEO and Chairman.









**Note
      3. Income Taxes**





The
      Company is liable for taxes in the United States. As of December 31,
      2004,
      the Company did not have any income for tax purposes and therefore, no tax
      liability or expense has been recorded in these consolidated financial
      statements. This differs from the statutory rates applied to the losses
      primarily because of the full valuation allowance applied to the deferred tax
      asset arising from net operating loss carryforwards.





The
      Company has tax losses of approximately $5,800,000 available to reduce future
      taxable income. The tax losses begin to expire in 2016.





The
      deferred tax asset associated with the tax loss carryforward is approximately
      $1,973,000. The Company has provided a valuation allowance against the deferred
      tax asset. The valuation allowance increased by $368,500 in 2004 and $179,700
      in
      2003.








F
          -
          10


**Item
      7.**  **Financial
      Statements.**




The
      Consolidated Financial Statements and schedules that constitute Item 7 are
      included in this Annual Report on Form 10-KSB. An index to these Financial
      Statements and schedules is also included on page F-1 of this Annual Report
      on
      Form 10-KSB.




**Item
      8. Changes in and Disagreements with Accountants on Accounting and Financial
      Disclosure.**





There
      were no disagreements with Wong Johnson & Associates, A Professional
      Corporation during the past two most recent years and through the date of their
      dismissal on any matter of accounting principals or practices, financial
      statement disclosure or auditing scope or procedure. Additionally, there were
      no
      other reportable matters as defined in Item 304(a)(1)(iv) of Regulation S-B,
      during that period of time. Wong Johnson & Associates has furnished
      Registrant with a letter addressed to the Commission stating its agreement
      and
      absence of any disagreement with the statements made by Registrant in response
      to this Item.





There
      were no disagreements with Peterson Sullivan PLLC during the past year and
      through the date of their engagement on any matter of accounting principals
      or
      practices, financial statement disclosure or auditing scope or procedure.
      Additionally, there were no other reportable matters as defined in Item
      304(a)(1)(iv) of Regulation S-B, during that period of time.





**Item
      8A. Controls and Procedures.**




As
      of the
      end of the period covered by this report, the Company conducted an evaluation
      under the supervision and with the participation of the principal executive
      officer and principal financial officer, of the Company’s disclosure controls
      and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities
      Exchange Act of 1934 (the “Exchange Act”)). Based on this evaluation, the
      principal executive officer and principal financial officer concluded that
      the
      Company’s disclosure controls and procedures are effective to ensure that
      information required to be disclosed by the Company in reports that it files
      or
      submits under the Exchange Act is recorded, processed, summarized and reported
      within the time periods specified in Securities and Exchange Commission rules
      and forms. There was no change in the Company’s internal controls over financial
      reporting during the Company’s most recently completed fiscal quarter that has
      materially affected, or is reasonably likely to materially affect, the Company’s
      internal control over financial reporting.





**Item
      8B. Other Information**




Not
      applicable.





16


**Part
      III**





**Item
      9. Directors, Executive Officers, Promoters And Control Persons; Compliance
      With
      Section 16(A) Of The Exchange Act.**





Directors
      and Executive Officers





Lana
      Pope
      (52). Our interim Chief Executive Officer, Treasurer and director is Lana Pope.
      Ms. Pope is 52 years old and has served as our corporate accountant
      since
      April 2000. Lana J. Pope is a Missoula, MT native and has lived here all but
      10
      months of her life.  She has owned & operated L.J.M. Enterprises, a
      bookkeeping and tax service since November 1989.  Previously to L.J.M.,
      she
      worked as a bookkeeper for several businesses over her 30 years plus in the
      accounting field.





Dave
      Boulter (65). Mr. Boulter has been Secretary of the Company since 2000. He
      has
      operated various businesses throughout his life in Montana, including
      distribution enterprises and hotels.





Section
      16(a) Beneficial Ownership Reporting Compliances




Section
      16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
      requires the Company’s directors, executive officers and holders of more than
      10% of the Company’s common stock to file with the Securities and Exchange
      Commission initial reports of ownership and reports of changes in ownership
      of
      common stock and other equity securities of the Company. The Company believes
      that during the year ended December 31, 2004, its officers, directors and
      holders of more than 10% of the Company’s common stock complied with all Section
      16(a) filing requirements. This disclosure is based on a review of the forms
      submitted to the Company during, and with respect to, its fiscal year ended
      December 31, 2004.




Code
      of Ethics




The
      Company currently does not have a Code of Ethics that applies to the Company’s
      principal executive and financial officers. The Company plans to establish
      and
      adopt a code of ethics in the third quarter of the current fiscal
      year.




Identification
      of Audit Committee; Audit Committee Financial Expert




The
      Company currently does not have an audit committee and has not made a
      determination of whether there is a financial expert. The Company plans to
      establish an audit committee during the second quarter of the current fiscal
      year.





**Item
      10. Executive Compensation.**





The
      following table reflects compensation paid to the chief executive officer,
      chief
      financial officer and the directors of the Company.





The
      following table sets forth certain summary information regarding compensation
      paid by the Company for services rendered during the year ended December 31,
      2004 to the Company’s Chief Executive Officer and President during such periods.





17


Summary
      Compensation Table





Executive
      Compensation:





**Name
                and Position**
            **Year**
            **Annual
                Comp**
            **Long
                Term Compensation Awards—Securities Underlying Stock
                Options**Lana
                Pope
            2004
            $60,000
            1,000,000
                common sharesDave
                Boulter
            2004
            $36,000





There
      were no stock options granted or exercised by the named executive directors
      in
      2004.





Employment
      Agreements





The
      Registrant has no written employment agreements.




Director
      Compensation





We
      do not
      currently compensate directors in cash for any services provided as a
      director.





**Item
      11. Security Ownership of Beneficial Owners and Management and Related
      Stockholder Matters.**





The
      following table sets forth certain information regarding the beneficial
      ownership of the Company’s Common Stock as of the date of this report based on
      information available to the Company by (i) each person who is known by the
      Company to own more than 5% of the outstanding Common Stock based upon reports
      filed by such persons within the Securities and Exchange Commission; (ii) each
      of the Company’s directors; (iii) each of the Named Executive Officers; and (iv)
      all officers and directors of the Company as a group.





**Name
                and Address**
            **Shares
                Beneficially Owned (1)**
            **Percent
                of Class**Lana
                Pope
            6,996,935
            3.05%David
                Boulter
            5,921,935
            2.58%TOTAL
            12,918,870
            5.64%





(1)  A
      person
      is deemed to be the beneficial owner of securities that can be acquired by
      such
      person within 60 days from the date of the registration statement upon the
      exercise of options or warrants. Each beneficial owner's percentage ownership
      is
      determined by assuming that options or warrants that are held by such person
      and
      which are exercisable within 60 days of the date of this registration statement
      have been exercised. Unless otherwise indicated, the company believes that
      all
      persons named in the table have voting and investment power with respect to
      all
      shares of common stock beneficially owned by them.





**Item
      12. Certain Relationships And Related Transactions.**





None




**Item
      13. Exhibits, Lists And Reports On Form 8-K.**





None





**Item
      14. Principal Accountant Fees And Services.**





Audit
      Fees





During
      fiscal 2004, the aggregate fees billed or estimated to be billed to us for
      professional services rendered by Peterson Sullivan, PLLC, for the audit of
      our
      annual financial statements, review of financial statements included in our
      annual reports or services normally provided by our accountants in connection
      with statutory and regulatory filings or engagements were $10,000.





Audit-Related
      Fees .





During
      fiscal 2004 and fiscal 2003, there were no fees billed to us for any other
      products or services provided by Peterson Sullivan, PLLC, other than the
      services reported above.


Tax
      Fees .





During
      fiscal 2004 and fiscal 2003, there were no fees billed to us for any other
      products or services provided by Peterson Sullivan, PLLC, other than the
      services reported above.





All
      Other Fees .





During
      fiscal 2004 and fiscal 2003, there were no fees billed to us for any other
      products or services provided by Peterson Sullivan, PLLC, other than the
      services reported above.





Pre-Approval
      Policies and Procedures .





The
      Board
      of Directors is responsible for appointing, setting compensation, and overseeing
      the work of the independent auditor. The Board has no established policy
      regarding pre-approval of any audit or permissible non-audit services provided
      by the independent auditor.





Audit
      Committee and Other Committees .





As
      of
      December 31, 2004 our board of directors had not established an audit committee.
      We recognize that an audit committee, when established, will play a critical
      role in our financial reporting system by overseeing and monitoring management's
      and the independent auditors' participation in the financial reporting process.





Until
      such time as an audit committee has been established, the board of directors
      will continue to undertake those tasks normally associated with an audit
      committee to include, but not by way of limitation, the (i) review and
      discussion of the audited financial statements with management, and (ii)
      discussions with the independent auditors the matters required to be discussed
      by the Statement On Auditing Standards No. 61, as may be modified or
      supplemented.







18