UNITED STATES

SECURITIES AND EXCHANGE COMMISSION



Washington, D.C. 20549



FORM 10-QSB



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

OF 1934 FOR THE QUARTERLY PERIOD ENDED MAY 31, 2005



[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934 For the transition period from ___________ to ____________.



Commission File Number: 000-31567

Bio-Warm Corporation

(formerly Rapid Bio Tests Corporation)

(Exact name of small business issuer as specified in its charter)

|Nevada                                                         | 35-0511303                             
|-------------------------------------------------------------- | ---------------------------------------
|(State of other jurisdiction of incorporation of organization) | (I.R.S. Employer Identification Number)



17011 Beach Blvd., Suite 1230

Huntington Beach, CA 92647

(Address of principal executive offices)

(714) 843-5462

(Issuer's Telephone Number)

APPLICABLE ONLY TO CORPORATE ISSUERS



State the number of shares outstanding of each of the issuer's classes of common equity, as of the
latest practical date. As of May 31, 2005 there were 65,093,829 shares of the issuer's $.001 par
value common stock issued and outstanding (including 13,700,000 shares to be returned to
treasury).



1

---

TABLE OF CONTENTS



PART I. FINANCIAL INFORMATION

Item 1.    Financial Statements (Unaudited)

Item 2.    Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 3.    Controls and Procedures

PART II. OTHER INFORMATION



Item 1.    Legal Proceedings

Item 2.   
Unregistered Sales of Equity Securities and Use of Proceeds

Item 3.    Default Upon Senior Securities

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

Item 5.    Other Information

Item 6.    Exhibits and Reports on Form 8-K

2

---



PART I. FINANCIAL INFORMATION



ITEM 1.    FINANCIAL STATEMENTS

BIO-WARM CORPORATION

(FORMERLY KNOWN AS RAPID BIO TESTS CORPORATION)

(A Development Stage Company)



Balance Sheets



|                                      |                                                     |               |                  |                   |                 
|------------------------------------- | --------------------------------------------------- | ------------- | ---------------- | ----------------- | ----------------
|                                      |                                                     |               |                  |                   |                 
|ASSETS                                |                                                     | May 31, 2005  |                  | February 28, 2005
|                                      |                                                     |               |                  |                   |                 
|Current Assets:                       |                                                     |               |                  |                  
|                                      | Cash                                                |               | $           692  |                   | $         1,538 
|                                      | Total Current Assets                                |               | 692              |                   | 1,538           
|                                      |                                                     |               |                  |                   |                 
|Property and equipment - net          |                                                     | 1,287,693     |                  | 1,287,693        
|                                      |                                                     |               |                  |                   |                 
|TOTAL ASSETS                          |                                                     | $   1,288,385 |                  | $   1,287,693    
|                                      |                                                     |               |                  |                   |                 
|                                      |                                                     |               |                  |                   |                 
|LIABILITIES AND STOCKHOLDERS' DEFICIT |                                                     |               |                  |                  
|                                      |                                                     |               |                  |                   |                 
|Current Liabilities:                  |                                                     |               |                  |                  
|                                      | Bank overdraft                                      |               | $            246 |                   | $            921
|                                      | Accounts payable                                    |               | 130,220          |                   | 113,044         
|                                      | Accounts payable - related parties                  |               | 3,320            |                   | 3,744           
|                                      | Accrued expenses                                    |               | 12,342           |                   | 12,342          
|                                      | Accrued salaries                                    |               | 53,150           |                   | 53,150          
|                                      | Accrued interest                                    |               | 691              |                   | 691             
|                                      | Accrued interest - related parties                  |               | 19,789           |                   | 613             
|                                      | Notes payable                                       |               | 7,842            |                   | 7,842           
|                                      | Notes payable - related parties                     |               | 293,904          |                   | 293,904         
|                                      | Total Current Liabilities                           |               | 521,504          |                   | 486,251         
|                                      | Long-term - related parties                         |               | 978,400          |                   | 978,400         
|TOTAL LIABILITIES                     |                                                     | 1,499,904     |                  | 1,464,651        
|                                      |                                                     |               |                  |                   |                 
|Stockholders' Deficit:                |                                                     |               |                  |                  
|                                      | Common stock, $.001 par value; 120,000,000 shares   |               |                  |                   |                 
|                                      | authorized; 65,093,829 and 20,584,214 shares issued |               |                  |                  
|                                      | and outstanding, respectively                       |               | 65,093           |                   | 65,093          
|                                      | Additional paid-in capital                          |               | 10,713,978       |                   | 10,682,754      
|                                      | Stock subscription receivable                       |               | (489,232)        |                   | (692,000)       
|                                      | Deficit accumulated prior to
	the development stage |               | (989,057)        |                   | (989,057)       
|                                      | Deficit accumulated during
	the development stage   |               | (9,512,302)      |                   | (9,242,210)     
|                                      | Total Stockholders'  Equity (Deficit)               |               | (211,520)        |                   | (175,420)       
|                                      |                                                     |               |                  |                   |                 

|TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) |  | $   1,288,384 |  | $     1,289,231
|---------------------------------------------------- |  | ------------- |  | ---------------



The accompanying notes are an integral part of these financial statements.



3

---

BIO-WARM CORPORATION

(FORMERLY KNOWN AS RAPID BIO TESTS CORPORATION)

(A Development Stage Company)



Statement of Operations

(Unaudited)

|                                    |           |                                      |           |                   |             | FROM INCEPTION OF DEVELOPMENT STAGE
	ON MARCH 1, 2001 TO MAY 31, 2005
|----------------------------------- | --------- | ------------------------------------ | --------- | ----------------- | ----------- | ---------------------------------------------------------------------
|                                    |           |                                      |           |                   |            
|                                    |           |                                      |           |                   |            
|                                    |           |                                      |           |                   |            
|                                    |           | FOR THE
	THREE MONTHS ENDED
	MAY 31, |          
|                                    |           |                                      |          
|                                    |           | 2005                                 |           | 2004              |            
|                                    |           |                                      |           |                   |             |                                                                      
|                                    |           |                                      |           |                   |             |                                                                      
|REVENUES                            |           | $      33,431                        |           | $               - |             | $              -                                                     
|Cost of Goods Sold                  |           | 20,406                               |           | -                 |             | -                                                                    
|                                    |           |                                      |           |                   |             |                                                                      
|Gross Profit                        |           | 13,025                               |           | -                 |             | -                                                                    
|                                    |           |                                      |           |                   |             |                                                                      
|EXPENSES:                           |           |                                      |           |                   |             |                                                                      
|Officer salaries                    |           | 10,576                               |           | 18,000            |             | 61,000                                                               
|Consulting fees                     |           | 198,500                              |           | 92,468            |             | 2,465,465                                                            
|Legal fees                          |           | 120                                  |           | 4,494             |             | 47,984                                                               
|General and administrative expenses |           | 23,136                               |           | 24,094            |             | 158,030                                                              
|Acquisition expenses                |           | -                                    |           | -                 |             | 5,387,400                                                            
|Total expenses                      |           | 232,332                              |           | 139,056           |             | 8,356,707                                                            
|                                    |           |                                      |           |                   |             |                                                                      
|LOSS FROM OPERATIONS                |           | (219,307)                            |           | (139,056)         |             | (8,343,682)                                                          
|                                    |           |                                      |           |                   |             |                                                                      
|OTHER INCOME (EXPENSE):             |           |                                      |           |                   |             |                                                                      
|Gain on extinguishments of debt     |           | -                                    |           | -                 |             | 189,233                                                              
|Interest expense                    |           | 19,176                               |           | (420)             |             | (33,216)                                                             
|Total Other Income (Expense)        |           | 19,176                               |           | (420)             |             | 156,017                                                              
|                                    |           |                                      |           |                   |             |                                                                      
|INCOME (LOSS) BEFORE
	INCOME TAXES  | (238,483) |                                      | (139,476) |                   | (8,187,665)
|                                    |           |                                      |           |                   |             |                                                                      
|Income taxes                        | -         |                                      | -         |                   | -          
|                                    |           |                                      |           |                   |             |                                                                      
|NET (LOSS)                          |           | $ (238,483)                          |           | $   (139,476)     |             | $(8,187,665)                                                         
|                                    |           |                                      |           |                   |             |                                                                      
|BASIC LOSS PER SHARE                |           | $      (0.003)                       |           | $        (0.010)  |             |                                                                      
|                                    |           |                                      |           |                   |             |                                                                      
|Weighted average number             |           |                                      |           |                   |             |                                                                      
|of common shares outstanding        |           | 65,093,829                           |           | 14,419,569        |             |                                                                      
|                                    |           |                                      |           |                   |             |                                                                      



The accompanying notes are an integral part of these financial statements.



4

---

BIO-WARM CORPORATION

(FORMERLY KNOWN AS RAPID BIO TESTS CORPORATION)

(A Development Stage Company)



Statements of Cash Flows

(Unaudited)



|                                           |                                               |             |                                      |                |                |             | FROM INCEPTION OF DEVELOPMENT STAGE
	ON MARCH 1, 2001 TO MAY 31, 2005
|------------------------------------------ | --------------------------------------------- | ----------- | ------------------------------------ | -------------- | -------------- | ----------- | ---------------------------------------------------------------------
|                                           |                                               |             |                                      |                |                |            
|                                           |                                               |             |                                      |                |                |            
|                                           |                                               |             |                                      |                |                |            
|                                           |                                               |             | FOR THE
	THREE MONTHS ENDED
	MAY 31, |               
|                                           |                                               |             |                                      |               
|                                           |                                               |             | 2005                                 |                | 2004           |            
|Cash Flows from Operating Activities:      |                                               |             |                                      |                |                |            
|                                           | Net Loss                                      |             | $(238,483)                           |                | $(139,476)     |             | $(9,480,692)                                                         
|                                           | Adjustments to reconcile net loss to net cash |             |                                      |                |                |             |                                                                      
|                                           | used in operating activities:                 |             |                                      |                |                |             |                                                                      
|                                           | Gain on extinguishment of debt                |             | -                                    |                | -              |             | (189,233)                                                            
|                                           | Common stock issued for services              |             | -                                    |                | 75,231         |             | 2,429,365                                                            
|                                           | Depreciation                                  |             | -                                    |                | -              |             | 4,496                                                                
|                                           | Stock issued for acquisition expenses         |             | -                                    |                | -              |             | 5,387,400                                                            
|                                           | Write-down of assets                          |             | -                                    |                | -              |             | 1,293,028                                                            
|                                           | Changes in assets and liabilities:            |             |                                      |                |                |             |                                                                      
|                                           | Increase in accrued interest
	and accrued     |             |                                      |                |                |             |                                                                      
|                                           | interest - related parties                    |             | -                                    |                | 400            |             | 14,008                                                               
|                                           | Increase in accounts payable and accounts     |             |                                      |                |                |             |                                                                      
|                                           | payable - related parties                     |             | 35,544                               |                | 7,846          |             | 114,910                                                              
|                                           | Increase in accrued expenses                  |             | -                                    |                | 7,841          |             | 71,492                                                               
|Net Cash Used by Operating Activities      |                                               | (202,939)   |                                      | (48,158)       |                | (355,226)  
|                                           |                                               |             |                                      |                |                |             |                                                                      
|Cash Flows from Investing Activities       |                                               |             |                                      |                |                |            
|                                           | Purchase of Equipment                         |             | -                                    |                | (2,650)        |             | -                                                                    
|Net Cash Used by Investing Activities      |                                               | -           |                                      | (2,650)        |                | -          
|                                           |                                               |             |                                      |                |                |             |                                                                      
|Cash Flows from Financing Activities       |                                               |             |                                      |                |                |            
|                                           | Proceeds from cash
	overdraft                 |             | -                                    |                | -              |             | 92                                                                   
|                                           | Proceeds from notes payable                   |             | -                                    |                | -              |             | 39,904                                                               
|                                           | Common stock issued for cash                  |             | -                                    |                | -              |             | 60,000                                                               
|                                           | Proceeds from exercise of options             |             | -                                    |                | 53,000         |             | 53,000                                                               
|                                           | Proceeds from stock
	subscription receivable  |             | 202,768                              |                | -              |             | 202,768                                                              
|Net Cash Provided By Financing Activities  |                                               | 202,768     |                                      | 53,000         |                | 355,764    
|                                           |                                               |             |                                      |                |                |             |                                                                      
|Net Increase (Decrease)
	in Cash           |                                               | (171)       |                                      | 2,192          |                | 538        
|                                           |                                               |             |                                      |                |                |             |                                                                      
|Cash at Beginning of Period                |                                               | 709         |                                      | 1              |                | 538        
|                                           |                                               |             |                                      |                |                |             |                                                                      
|Cash and Cash Equivalents at End of Period |                                               | $       538 |                                      | $        2,193 |                | $       538
|                                           |                                               |             |                                      |                |                |             |                                                                      
|                                           |                                               |             |                                      |                |                |             |                                                                      
|                                           |                                               |             |                                      |                |                |             |                                                                      
|Supplemental Cash Flow Information:        |                                               |             |                                      |                |                |            
|                                           | Cash paid for:                                |             |                                      |                |                |             |                                                                      
|                                           | Interest                                      |             | $            -                       |                | $            - |             | $            -                                                       
|                                           | Income Taxes                                  |             | $            -                       |                | $            - |             | $            -                                                       
|                                           |                                               |             |                                      |                |                |             |                                                                      

|Non-Cash Financing and Investing Activities: |                                              |  |                |  |                | 
|-------------------------------------------- | -------------------------------------------- |  | -------------- |  | -------------- | 
|                                             | Common
	stock issued in satisfaction of debt |  | $            - |  | $            - | 
|                                             | Common stock issued for services             |  | $            - |  | $ 2,040,032    | 



The accompanying notes are an integral part of these financial statements.



5

---

BIO-WARM CORPORATION

(Formerly Rapid Bio Tests Corporation)

(A Development Stage Company)



Notes to Financial Statements

May 31, 2005

NOTE1. DESCRIPTION OF BUSINESS.

The Company

Bio-Warm Corporation (the Company) was incorporated under the laws of the State of Texas on
June 18, 1990 as Aster Buzbuilders, Inc.   In May 1996, pursuant to a Plan of Reorganization, the
Company changed its name to Vitatonics Corp (VC). In June 2003, the Company changed its
name to Rapid Bio Tests Corporation in order to reflect a change in its business focus.

On May 14, 1996, the Company completed an Agreement and Plan of Reorganization whereby
the Company issued 6,000,000 shares of its common stock in exchange for all of the outstanding
common stock of Rapid Bio Tests Corporation, a Nevada company. Pursuant to the
reorganization, the name of the surviving company was Rapid Bio Tests Corporation and VC
was subsequently dissolved. The reorganization was accounted for as a recapitalization of VC
because the shareholders of VC controlled the Company after the acquisition. Therefore, VC was
treated as the acquiring entity. Accordingly, there was no adjustment to the carrying value of the
asset or liabilities of Rapid Bio Tests Corporation. Rapid Bio Tests Corporation was the
acquiring and surviving entity for legal purposes and VC is the acquiring entity for accounting
purposes. The Company was in the business of formulating high-quality vitamin products, which
it sold, using a multi-level marketing system. At February 28, 1998, however, the Company was
essentially inactive. The Company was classified as a "dormant enterprise" due to the fact that
the Company was inactive and not currently undertaking development stage activities. The
Company was reclassified as a development stage company on March 1, 2001.

From December, 1997 through June 2003 we were essentially inactive until we were joined by
management, at which time we took the corporate name Rapid Bio Tests Corporation . In June
2003, we entered into employment and share purchase agreements with Dr. Geoffrey Seaman,
Dr. Paul Hemmes, and Dr. David Regan in order to retain their management and technical
services and to purchase the intellectual property necessary to develop our proposed medical
testing products. Pursuant to these agreements, we issued 15,000,000 shares of our common
stock to them, and with their assistance, we intended to develop, manufacture and market a series
of rapid, sensitive, accurate and reliable diagnostic tests that could be used to detect a variety of
human diseases and conditions, and which would have utility in a variety of veterinary and
agricultural products.

However, due to the sudden death of our late Chairman and Chief Executive Officer, Dr.
Geoffrey Seaman and the subsequent resignation of Dr. Michael A. Huchital, our new Chief
Executive Officer who had succeeded Dr. Geoffrey Seaman, our management was no longer
convinced that the Company would be well-positioned to pursue the development of diagnostic
tests as its core business. As a result, the Company entered into a Stock Purchase Agreement
dated December 2, 2004 to acquire 100% of Mirae Tech Company, Ltd., a Republic of Korea
corporation established in 2001, which is engaged in the manufacturing and marketing of far
infrared conductive textile products, in exchange for 8,000,000 restricted shared of common
stock of the company. The transaction was approved by a majority shareholders of the Company.

Effective December 2, 2004, Board of Directors were replaced by new board members with Jong
Ho Bae, as CEO and Johnny Park as President. The Company changed its name to Bio-Warm
Corporation effective December 6, 2004.

OUR PROPOSED PRODUCTS.

Dynamic Thermal Insulation, Basic Thermal Insulation which includes Connection assembly,
Heating Mat Using Plane Heater, Sauna Booth, Pyrogen Using Carbon. Miraetech Co., Ltd. has
entered into OEM Design agreement with Uninora.

Carbon Coating textile is a new type of textile material (Plane heater: CACOCO) related with
electrical energy, chemistry and environment. Its applied products include heating construction
material, medical pyrogen, automotive pyrogen, industry pyrogen. Miraetech holds patents in
Korea and abroad.

Company produces Plane Heater Heating Mat, Heating Panel, Heating Wall Paper, Heating
Floor, Sauna Negative Ion Transposition Board, Negative Ion Panel, Heating Vest, Fomentation
Device.

From the above we can produce Thermo Mat, Frame Heater, Thermo Panel, Winter Vest, Winter
Glove, Winter Shoes, Thermo Sleep Bag, Diet Clothes, Waist Belt, Mat, Thermo Mattress,
Stone/Yellow Earth Bed, Green House Heating, Crop Drier, Sauna for home and business.

This will bring innovation into residential and Industry heating culture.



OUR CHANNELS OF DISTRIBUTION. Mireatech Co. Ltd. has entered into sales and
distribution agreements in Japan, China and Europe. Management is looking forward to enter
into agreements in various other countries.

MANUFACTURING. Mireatech Co. Ltd. has the ability to manufacture various products.  Plane
Heater (CACOCO) Textile process includes (a) Carbon Nano Particle Binding, (b) Carbon
Coating Textile Production (c) Carbon Coating Textile Weaving (d) Laminating Insulation
Coating.

OUR INTELLECTUAL PROPERTY. Our success depends in part upon our ability to preserve
our current intellectual property rights and those we may acquire in the future. Our success will
also depend in part on our ability to operate without infringing the proprietary rights of other
parties.

PATENTS. Although we believe that the subject matter covered by our patents and pending
patent applications has been developed independently and does not infringe on the patents of
others, there can be no assurance that the technology does not and will not infringe on the patents
of others. In the event of infringement, we could, under certain circumstances, be required to
modify our infringing product or process or obtain a license. There can be no assurance that we
would be able to do either of those things in a timely manner or at all, and failure to do so could
harm us and our business. In addition, there can be no assurance that we will have the financial
or other resources necessary to enforce a patent infringement or proprietary rights violation
action or to defend itself against such actions brought by others. If any of the products or
processes we have developed infringe upon the patent or proprietary rights of others, we could,
under certain circumstances, be enjoined or become liable for damages, which would harm our
business.

MARKET POTENTIAL. Our products will be targeted to homes and businesses having a
requirement for our products capable of providing heat.

RISK FACTORS : Although U.S. Regulatory Requirements are not applicable in developing
countries, in order to establish and maintain a reputation for high quality, we expect that it will
be necessary to establish specificity, reproducibility, and sensitivity for each potential product.

COMPETITION. We compete with a number of other companies. Technological innovation in
the field is accelerating rapidly and there can be no assurance that other new developments will
not make our technology innovations obsolete or uneconomical. While every care has been taken
in the estimate of costs to bring our technologies to prototype stages and qualify these prototypes,
there can be no guarantee that the funds required as calculated will be sufficient to complete the
initial product development and evaluation. If additional funds are required, there can be no
certainty that such funds will be obtainable or that in raising those funds, it will not substantially
reduce the returns to earlier investors.

GOVERNMENT REGULATION. We believe that we will experience minimal direct costs and
effects of compliance with environmental laws and other such federal, state and local regulations,
in that we intend to outsource all manufacturing and distribution operations to companies that
comply with Good Manufacturing Practice Regulations and other applicable laws and
regulations. We believe we are otherwise in compliance with existing or probable governmental
regulations on our business, and as we move toward the development, manufacture and
production of our products, we intend to comply with all relevant regulations applicable to our
products.

OUR EMPLOYEES. Our employees include eight in the office. We believe that relations with
our employee are good. We are not a party to any collective bargaining agreements.



6

---

NOTE2. DESCRIPTION OF PROPERTY

OUR FACILITIES. Our executive, administrative and operating office is located at 17011 Beach
Blvd. Suite 1230, Huntington Beach, CA 92647 on a monthly rent of $1,500, starting July 1,
2005. Our subsidiary in Korea, Mirae Tech Co, Ltd. owns 10,688 square meters for its office and
factory located at 636-3 Yeolla-ri Yeoju-eup Yeoju-gun, Gyeonggi-do, Korea. We believe that
our current facilities are adequate for our needs.

As of the date specified in the following table, we held the following property:

|                            | May 31, 2005        |  | May 31, 2004       
|--------------------------- | ------------------- |  | -------------------
|PROPERTY                    |                     |  |                    
|Cash                        | $            
		692 |  | $              
		-
|Property and Equipment, net | $   1,287,693       |  | $              
		-
|                            |                     |  |                    

NOTE 3 - BASIS OF FINANCIAL STATEMENT PRESENTATION



The accompanying unaudited financial statements have been prepared by the Company pursuant
to the rules and regulations of the Securities and Exchange Commission. Certain information and
footnote disclosures normally included in financial statements prepared in accordance with
accounting principles generally accepted in the United States of America have been condensed or
omitted in accordance with such rules and regulations. The information furnished in the interim
financial statements includes normal recurring adjustments and reflects all adjustments, which, in
the opinion of management, are necessary for a fair presentation of such financial statements.
Although management believes the disclosures and information presented are adequate to make
the information not misleading, it is suggested that these interim financial statements be read in
conjunction with the Company's most recent audited financial statements and notes thereto
included in its February 28, 2005 Annual Report on Form 10-KSB. Operating results for the
three months ended May 31, 2005 are not necessarily indicative of the results that can be
expected for the year ending February 28, 2006.



Certain amounts related to prior periods have been reclassified to conform with current period
financial statement presentation.

NOTE 4 - GOING CONCERN



The Company's financial statements are prepared using accounting principles generally accepted
in the United States of America applicable to a going concern which contemplates the realization
of assets and liquidation of liabilities in the normal course of business. The Company currently
has minimal operations and has incurred significant losses which have resulted in an
accumulated deficit of $9,493,126 at May 31, 2005 which raises substantial doubt about the
Company's ability to continue as a going concern. The accompanying financial statements do not
include any adjustments relating to the recoverability and classification of asset carrying amounts
or the amount and classification of liabilities that might result from the outcome of this
uncertainty.



As discussed in Note 3, in December 2004, the Company entered into an acquisition agreement
to acquire Mirae Tech Co., Ltd., a Korean corporation engaged in the manufacture of conductive
textile products. The Company plans on obtaining additional debt and equity financing to support
the newly acquired business. It is expected that the revenues generated from the newly acquired
business along with potential debt and equity funding will enable the Company to continue its
operations with any shortfall expected to be covered by management and shareholders of the
Company. However, there is no assurance that the Company's plan will be successful or that the
Company's management will continue to provide sufficient capital to cover the operating
expenses of the Company.



7

---

NOTE 5 - ACQUISITION

In December 2, 2004, the stockholders of Company and Mirae Tech Company, Ltd, (Mirae) a
Republic of Korea corporation with its principal offices located in South Korea, approved a
Stock Purchase Agreement whereby Mirae became a wholly-owned subsidiary of the Company
through the issuance of 8,000,000 shares of the Company's common stock valued at $1,476,000.
Mirae is engaged in the manufacturing and marketing of infrared conductive textile products.
This transaction was accounted for using the purchase method.

The assets acquired, including the cost in excess of net assets acquired, and liabilities assumed in
the acquisition on Mirae Tech Company, Ltd are as follows:

|Tangible assets
		acquired at fair value | $   1,484,429
|---------------------------------------- | -------------
|Liabilities assumed
		at fair value      | (1,301,457)  
|Cost in excess of
		net assets acquired  | 1,293,028    
|Total purchase price                     | $   1,476,000



Property and equipment from acquisition were comprised of the following at February 28, 2005:





|Equipment                 | $    252,280
|------------------------- | ------------
|Land                      | 621,475     
|Office Equipment          | 12,760      
|Vehicles                  | 12,514      
|Building and improvements | 393,160     
|Less depreciation         | 4,496       

Total
$ 1,287,693

NOTE 6 - NOTES PAYABLE

Notes Payable consist of the following at May 31, 2005:

As of February 28, 2005, the Company had two unsecured notes payable totaling $7,842, both
bearing the imputed interest rate of 4% per annum. These notes are due on demand.



Related Parties
- Notes Payable



Note payable, secured by deed of trust
for land and building

of Mirae
Tech Company Ltd., 6% interest,  payable to a major

shareholder and secretary of the Company, payable in monthly installments

of $24,492, maturing in December 2009

$ 1,273,204



Less current portion of long-term debt

293,904



Long-term portion of notes payable

$    978,400



NOTE 7 - COMMITMENTS AND CONTINGENCIES



Operating Rental Lease



The Company will
lease its administrative offices in Huntington Beach, California from a
stockholder of the Company under an operating lease that will require minimum
monthly payments of $1,500, commencing in July 2005.



NOTE 8 - NEW ACCOUNTING PRONOUNCEMENTS

In February 2003, the Financial Accounting Standards Board ("FASB") issued SFAS No. 150,
"Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and
Equity" (SFAS No. 150"). The provisions of SFAS No. 150 are effective for financial
instruments entered into or modified after May 31, 2003, and otherwise are effective at the
beginning of the first interim period beginning after June 15, 2003, except for mandatorily
redeemable financial instruments of nonpublic entities. The Company has not issued any
financial instruments with such characteristics.

In December 2003, the FASB issued FASB Interpretation No. 46 (revised December 2003),
"Consolidation of Variable Interest Entities" (FIN No. 46R"), which addresses how a business
enterprise should evaluate whether it has a controlling financial interest in an entity through
means other than voting rights and accordingly should consolidate the entity. FIN No. 46R
replaces FASB Interpretation No. 46, " Consolidation of Variable Interest Entities ", which was
issued in January 2003. Companies are required to apply FIN No. 46R to variable interests in
variable interest entities ("VIEs") created after December 31, 2003. For variable interest in VIEs
created before January 1, 2004, the Interpretation is applied beginning January 1, 2005.

For any Vies that must be consolidated under FIN No. 46R that were created before January 1,
2004, the assets, liabilities and non-controlling interests of the VIE initially are measured at their
carrying amounts with any difference between the net amount added to the balance sheet and any
previously recognized interest being recognized as the cumulative effect of an accounting
change. If determining the carrying amounts is not practicable, fair value at the date FIN No. 46R
first applies may be used to measure the assets, liabilities and non-controlling interest of the VIE.
The Company does not have any interest in any VIE.



8

---

NOTE 7 - NEW ACCOUNTING PRONOUNCEMENTS -Continued

In December 2004, the FASB issued SFAS No 123(R)(revised 2004), Share-Based Payment"
which amends FASB Statement No. 123 and will be effective for public companies for interim or
annual periods after June 15, 2005. The new standard will require entities to expense employee
stock options and other share-based payments. The new standard may be adopted in one of three
ways - the modified prospective transition method, a variation of the modified prospective
transition method or the modified retrospective transition method. The Company is evaluation
how it will adopt the standard and evaluating the effect that the adoption of SFAS 123(R) will
have on our financial position and results of operations.

In November 2004, the FASB issued SFAS No 151, Inventory Costs, an amendment of ARB No.
43, Chapter . This statement amends the guidance in ARB No. 43, Chapter 4, Inventory Pricing ,
to clarify the accounting for abnormal amounts of idle facility expense, freight, handling cost,
and wasted material (spoilage). Paragraph 5 of ARB No. 43, Chapter 4, previously stated that ".
under some circumstances, items such as idle facility expense, excessive spoilage, double freight,
and rehandling costs may be so abnormal as to require treatment as current period charges."
SFAS No. 151 requires that those items be recognized as current-period charges regardless of
whether they meet the criterion of "so abnormal." In addition, this statement requires that
allocation of fixed production overheads to the costs of conversion be based on the prospectively
and are effective for inventory costs incurred during fiscal years beginning after June 15, 2005,
with earlier application permitted for inventory costs incurred during fiscal years beginning after
the date this Statement was issued. The adoption of SFGAS No. 151 is not expected to have a
material impact on the Company's financial position and results of operations.

In December 2004, the FASB issued SFAS No.153, Exchanges of Nonmonetary Assets, an
amendment of APB Opinion No. 29. The guidance in APB Opinion No. 29, Accounting for
Nonmonetary Transactions , is based on the principle that exchanges of nonmonetary assets
should be measured based on the fair value of assets exchanged. The guidance in that Opinion,
however, included certain exceptions to that principle. This Statement amends Opinion 29 to
eliminate the exception for nonmonetary exchanges of similar productive assets that do not have
commercial substance. A nonmonetary exchange has commercial substance if the future cash
flows of the entity are expected to change significantly as a result of the exchange. SFAS No. 153
is effective for nonmonetary exchanges occurring in fiscal periods beginning after June 15, 2005.
The adoption of SFAS No. 153 is not expected to have a material impact on the Company's
financial position and results of operations.

Equity Line of Credit



On December 11, 2004, Southridge Capital Management LLC entered into a term sheet of an
Equity Line of Credit with the Company for a commitment to purchase up to $5,000,000 of the
Company's common stock for a period of two years. The Company may draw upon the Equity
Line of Credit periodically during the term by the Company's delivery to the purchaser of a
written notice requiring the purchaser to purchase a dollar amount in shares of common stock. In
no event may the shares issuable pursuant to such a notice, when aggregated with the shares then
held by the purchaser on the date of the draw down, exceed 4.99% of the Company's outstanding
common stock. The purchase price of any share of common stock purchased under the Equity
Line of Credit facility shall equal 93% of the average of the two lowest closing bids prices during
the valuation period. As of the date of this report the Company has terminated
the Equity Line of Credit with Southridge Capital Management, LLC.



9

---



ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS



THIS FOLLOWING INFORMATION SPECIFIES CERTAIN FORWARD-LOOKING
STATEMENTS OF MANAGEMENT OF THE COMPANY. FORWARD-LOOKING
STATEMENTS ARE STATEMENTS THAT ESTIMATE THE HAPPENING OF FUTURE
EVENTS AND ARE NOT BASED ON HISTORICAL FACT. FORWARD-LOOKING
STATEMENTS MAY BE IDENTIFIED BY THE USE OF FORWARD-LOOKING
TERMINOLOGY, SUCH AS "MAY", "SHALL", "WILL", "COULD", "EXPECT",
"ESTIMATE", "ANTICIPATE", "PREDICT", "PROBABLE", "POSSIBLE", "SHOULD",
"CONTINUE", OR SIMILAR TERMS, VARIATIONS OF THOSE TERMS OR THE
NEGATIVE OF THOSE TERMS. THE FORWARD-LOOKING STATEMENTS SPECIFIED
IN THE FOLLOWING INFORMATION HAVE BEEN COMPILED BY OUR
MANAGEMENT ON THE BASIS OF ASSUMPTIONS MADE BY MANAGEMENT AND
CONSIDERED BY MANAGEMENT TO BE REASONABLE. OUR FUTURE OPERATING
RESULTS, HOWEVER, ARE IMPOSSIBLE TO PREDICT AND NO REPRESENTATION,
GUARANTY, OR WARRANTY IS TO BE INFERRED FROM THOSE
FORWARD-LOOKING STATEMENTS.



THE ASSUMPTIONS USED FOR PURPOSES OF THE FORWARD-LOOKING
STATEMENTS SPECIFIED IN THE FOLLOWING INFORMATION REPRESENT
ESTIMATES OF FUTURE EVENTS AND ARE SUBJECT TO UNCERTAINTY AS TO
POSSIBLE CHANGES IN ECONOMIC, LEGISLATIVE, INDUSTRY, AND OTHER
CIRCUMSTANCES. AS A RESULT, THE IDENTIFICATION AND INTERPRETATION OF
DATA AND OTHER INFORMATION AND THEIR USE IN DEVELOPING AND
SELECTING ASSUMPTIONS FROM AND AMONG REASONABLE ALTERNATIVES
REQUIRE THE EXERCISE OF JUDGMENT. TO THE EXTENT THAT THE ASSUMED
EVENTS DO NOT OCCUR, THE OUTCOME MAY VARY SUBSTANTIALLY FROM
ANTICIPATED OR PROJECTED RESULTS, AND, ACCORDINGLY, NO OPINION IS
EXPRESSED ON THE ACHIEVABILITY OF THOSE FORWARD-LOOKING
STATEMENTS. WE CANNOT GUARANTY THAT ANY OF THE ASSUMPTIONS
RELATING TO THE FORWARD-LOOKING STATEMENTS SPECIFIED IN THE
FOLLOWING INFORMATION ARE ACCURATE, AND WE ASSUME NO OBLIGATION
TO UPDATE ANY SUCH FORWARD-LOOKING STATEMENTS.



CRITICAL ACCOUNTING POLICY AND ESTIMATES. Our Management's Discussion and
Analysis of Financial Condition and Results of Operations section discusses our financial
statements, which have been prepared in accordance with accounting principles generally
accepted in the United States of America. The preparation of these financial statements requires
management to make estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. On an on-going basis, management evaluates its estimates
and judgments, including those related to revenue recognition, accrued expenses, financing
operations, and contingencies and litigation. Management bases its estimates and judgments on
historical experience and on various other factors that are believed to be reasonable under the
circumstances, the results of which form the basis for making judgments about the carrying value
of assets and liabilities that are not readily apparent from other sources. Actual results may differ
from these estimates under different assumptions or conditions. The most significant accounting
estimates inherent in the preparation of our financial statements include estimates as to the
appropriate carrying value of certain assets and liabilities which are not readily apparent from
other sources. These accounting policies are described at relevant sections in this discussion and
analysis and in the notes to the financial statements included in our Quarterly Report on Form
10-KSB for the period ended February 28, 2005.



As a result, the Company entered into a Stock Purchase Agreement dated December 2, 2004 to
acquire 100% of Mirae Tech Company, Ltd., a Republic of Korea corporation, which is engaged
in the manufacturing and marketing of far infrared conductive textile products, in exchange for
37,200,000 restricted shares of common stock of the company. The transaction was approved by
a majority shareholders of the Company .



FOR THE THREE MONTH PERIOD ENDED MAY 31, 2005.



LIQUIDITY AND CAPITAL RESOURCES. As of May 31, 2005, we only had $692 in cash, no
other current assets, and $1,287,693 in net equipment and property. Our total current liabilities
were $521,504 at May 31, 2005, which was represented mainly by accounts payable of $130,312,
accrued expenses of $12,342, accrued salaries of $53,150, and notes payable of $301,747 which
included $293,905 to related parties. At May 31, 2005, our liabilities exceeded our assets by
$520,812.



RESULTS OF OPERATIONS.



REVENUES. From inception of the development stage on March 1, 2001 through May 31, 2005
we have  only realized $33,431  in revenues. We expect to generate significant revenues in the
next twelve months as a result of the acquisition of Mirae Tech Company, Ltd. However, we
cannot guarantee that Mirae Tech Company, Ltd. will succeed in its business plan.



OPERATING EXPENSES. For the three months ended May 31, 2005, our total operating
expenses were $232,332 compared to total expenses of $139,056 for the corresponding period in
2004. The expenses for the three months ended May 31, 2005 was represented by $198,500 in
consulting fees, $120 in legal fees, and $23,136 in general and administrative expenses. This is in
comparison to the same period ending May 31, 2004, where we had operating expenses of
$139,056 which was represented mainly by $18,000 in officer salaries, $92,468 in consulting
fees and $24,094 in general and administrative expenses. The increase in operating expenses is
due to the increase in consulting fees and the reduction of officer salaries as a result of minimal
activity.



For the three months ending May 31, 2005, we also had an interest expense of $19,176,
compared to $420 for the same period ending May 31, 2004. Therefore our net loss was
$238,483 for the three months ended May 31, 2005, or equivalent to ($0.00) per share, as
compared to a net loss of $139,476 for the three months ended May 31, 2004, or equivalent to
($0.00) per share. Our net loss from operations from our inception of the development stage on
March 1, 2001 through to May 31, 2005 was $9,493,126.



OUR PLAN OF OPERATION FOR THE NEXT TWELVE MONTHS. As of May 31, 2005, we
had only 692. in cash. We expect to generate significant revenues and cash flows from operations
over the next twelve months as a result of our acquisition of Mirae Tech Company, Ltd. Our plan
of operation is materially dependent on our ability to raise additional working capital either
through the sale of our common stock or through loans.  If we are not able to raise additional
funds, we may arrange for loans or other borrowings. Our forecast of the period of time through
which our financial resources will be adequate to support our operations is a forward-looking
statement that involves risks and uncertainties, and actual results could vary as a result of a
number of factors. There is no guarantee that we will be able to obtain funding through the sale
of stock or that we will be able to arrange for borrowings on acceptable terms if at all.



Our inability to access the capital markets or obtain acceptable financing could harm our results
of operations and financial condition. To the extent that additional capital is raised through the
sale of equity or equity-related securities, the issuance of such securities could result in dilution
of our stockholders.



10

---



ITEM 3. CONTROLS AND PROCEDURES



(a) Evaluation of disclosure controls and procedures. We maintain controls and procedures
designed to ensure that information required to be disclosed in the reports that we file or submit
under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported
within the time periods specified in the rules and forms of the Securities and Exchange
Commission. Based upon their evaluation of those controls and procedures performed within 90
days of the filing date of this report, our chief executive officer and the principal financial officer
concluded that our disclosure controls and procedures were adequate.



(b) Changes in internal controls. There were no significant changes in our internal controls or in
other factors that could significantly affect these controls subsequent to the date of the evaluation
of those controls by the chief executive officer and principal financial officer.



11

---



PART II -- OTHER INFORMATION





ITEM 1. LEGAL PROCEEDINGS.



None.

Item 2.   
Unregistered Sales of Equity Securities and Use of Proceeds



None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS

None.



ITEM 5. OTHER INFORMATION



None.





ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K



(a) Exhibits



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

32.1 Section 1350 Certification of Chief Executive/Financial Officer



(b) Reports on Form 8-K



1.
Departure of Directors or Principal Officers; Election of Directors; Appointment
of Principal Officers







On May
9, 2005, Timothy Dac Pham tendered his resignation from the positions of Chief
Financial Officer and Director of Bio-Warm Corporation (the Company) (Letter
attached as Exhibit 17.2). The resignation was accepted by the Company's Board
of Directors and is effective immediately. There were no disagreements between
the Company and Mr. Pham on any matter relating to the Company policies or
practices.







Johnny
Park, the Company's President will act as the Interim Chief Financial Officer of
the Company until such time as a suitable replacement can be found.





2. Changes in
Registrant's Certifying Accountant







(a) Previous
independent accountants







(i) Effective
June 23, 2005, Bio-Warm Corporation ("Registrant", "Bio-Warm" or the "Company"),
confirmed with its auditors, HJ & Associates ("HJ"), that the firm would no
longer be representing the Registrant as its accountants. As of that date, the
Company informed HJ that it would not seek to re-appoint HJ as the Company's
accountants.











(ii) HJ last
reported on Registrant's financial statements as of June 14, 2004 (for the
fiscal year ended February 29, 2004). Registrant's financial statements for the
past two years, as audited by HJ, included independent auditor's reports
containing explanatory paragraphs describing the uncertainty as to the Company's
ability to continue as a going concern.











(iii) The change
of independent accountants was ratified by the Board of Directors of Registrant
on June 23, 2005.







(iv) During
Registrant's two most recent fiscal years and the subsequent interim period
through June 23, 2005, there were no disagreements with HJ on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which, if not resolved, to HJ's satisfaction, would have
caused it to make reference to the subject matter of the disagreement in
connection with its report.  However, HJ's reports on the Company's consolidated
financial statements contained an explanatory paragraph describing the
uncertainty as to the Company's ability to continue as a going concern.







(v) During the
two most recent fiscal years and the subsequent interim period through June 23,
2005, there have been no reportable events (as defined in Regulation S-K Item
304(a)(1)(v)).











(a) During
the previous two fiscal years and the subsequent interim period through June 23,
2005, HJ did not advise Registrant that the internal controls necessary for the
registrant to develop reliable financial statements do not exist.











(b) 
During the previous two fiscal years and the subsequent interim period through
June 23, 2005, HJ did not advise Registrant that any information had come to
their attention which had led them to no longer be able to rely on management's
representation, or that had made HJ unwilling to be associated with the
financial statements prepared by management.











(c) 
During the previous two fiscal years and the subsequent interim period through
June 23, 2005, HJ did not advise Registrant that the scope of any audit needed
to be expanded significantly and that more investigation was necessary.











(d) 
During the previous two fiscal years and the subsequent interim period through
June 23, 2005, HJ did not advise Registrant that there was any information which
the accountants concluded would materially impact the fairness and reliability
of either (i) a previously issued audit report or the underlying financial
statements, or (ii) the financial statements issued or to be issued covering the
fiscal period(s) subsequent to the date of the most recent financial statements
covered by an audit report (including information that, unless resolved to the
accountant's satisfaction, would prevent it from rendering an unqualified audit
report on those financial statements.











(vi) The
Registrant has requested that HJ furnish it with a letter addressed to the SEC
stating whether or not it agrees with the above statements. A copy of such
letter, dated July 5, 2005, is filed as Exhibit 16.1 to this Form 8-K.











(b) New
independent accountants







The Registrant
has engaged Jaspers + Hall, PC ("Jaspers") as its new independent accountant on
June 23, 2005. Prior to June 23, 2005 the Registrant had not consulted with
Jaspers regarding (i) the application of accounting principles to a specified
transaction, either completed or proposed, or the type of audit opinion that
might be rendered on the Registrant's consolidated financial statements, and no
written report or oral advice was provided to the Registrant by Jaspers
concluding there was an important factor to be considered by the Registrant in
reaching a decision as to an accounting, auditing or financial reporting issue;
or (ii) any matter that was either the subject of a disagreement, as that term
is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions
to Item 304 of Regulation S-K, or a reportable event, as that term is defined in
Item 304(a)(1)(iv) of Regulation S-K.





12

---



SIGNATURES



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



August 25, 2005



Bio-Warm Corporation



/s/ Johnny Park

Johnny Park, President
and Chief Financial Officer



13

---



Exhibit 31.1



CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO 15 U.S.C. 78m(a) OR 78o(d)

(SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002)



Pursuant to the requirements of Rule 13a-14 of the Securities
Exchange Act of 1934, as amended, provides the following certification.



I,
Johnny Park, President and Chief Financial Officer of Bio Warm Corporation ("Company"), certify that:



1. I have reviewed this
quarterly report on Form 10-QSB of Bio Warm Corporation;



2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to  make the statements made, in light of the circumstances under which such  statements were made, not misleading with respect to the period covered by  this annual report;



3. Based on my knowledge, the financial statements, and other financial  information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of  the Company as of, and for, the periods presented in this annual report;



4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))  and internal control over financial  reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for
the small business issuer and have:



a.  Designed such disclosure controls and procedures, or caused such  disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to
the small business issuer including its consolidated subsidiaries, is made known to us by other within those entities, particularly during the period in which this report  is being prepared;



b. Designed such internal control over financial reporting, or caused  such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of  financial reporting and the preparation of financial statement for external purposes in accordance with generally accepted accounting  principles.



c.  Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about   the effectiveness of the disclosure controls and procedures, as of the end  of the period covered by this report on such evaluation; and



d.  Disclosed in this report any change in
the small business issuer's internal control over financial reporting that occurred during
the small business issuer's second fiscal quarter that has materially affected, or is reasonably likely to  materially affect,
the small business issuer's internal control over financial reporting; and



5. I have disclosed, based on our most  recent evaluation of internal control over financial reporting, to the  Company's auditors and the audit committee of our board of directors (or  persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses  in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company's ability to record, process, summarize and report financial data; and



b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal control over financial reporting; and



Date: August 25, 2005



/s/ Johnny Park

Johnny Park

President and
Chief Financial Officer

---

Exhibit 32.1



CERTIFICATION PURSUANT TO 18 U.S.C. SECTIO0N 1350, AS ADOPTED PURSUANT
TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



In connection with the Quarterly Report of Bio-Warm Corporation on form 10-QSB for the three
and nine months ending May 31, 2005, as filed with the Securities and Exchange Commission on
the date hereof (the "Report"), I, Johnny Park, President and Chief Financial
Officer of the Company, certify, pursuant to 18
U.S. C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
that, to the best of my knowledge and belief: (1) the Report fully complies with the requirements
of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) the information
contained in the Report fairly presents, in all material respects, the financial condition and result
of operations of the Company.



/s/ Johnny Park

Johnny Park

President and
Chief Financial Officer

August 25, 2005



---