UNITED STATES

SECURITIES AND
EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-KSB



[X] ANNUAL REPORT
UNDER SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE
ACT OF 1934



For the fiscal year
ended December 31, 2004



[ ] TRANSITION REPORT
UNDER SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE
ACT OF 1934



Commission File Number:000-33109



ENTREMETRIX
CORPORATION


(Name of small
business issuer in its charter)





|Nevada                                                               | 81-0444479                                
|-------------------------------------------------------------------- | ------------------------------------------
|(State or
		other jurisdiction of
		incorporation
		or organization) | (I.R.S.
		Employer
		Identification
		No.)



|18101 Von
		Karman Avenue, Suite 330
		Irvine, CA | 92612     
|------------------------------------------------- | ----------
|(Address of
		principal executive offices)        | (Zip code)



Issuer's telephone number, including
area code: (888) 798-9100



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



None


(Title of Class)



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



Common Stock, par
value $.001 per share


(Title of Class)



Check whether the
issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the
Exchange Act during the past 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]



---



Check if there is no
disclosure of delinquent filers in response to Item 405 of Regulation S-B
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. [ ]



The registrant's
revenues for its most recent fiscal year were $10,614,729.



The aggregate market
value of the voting and non-voting common equity held by non-affiliates computed
by reference to the average high and low bid price, as of March 1, 2005 was
$733,310 based on a share value of $0.0475.



At March 1, 2005, the
registrant had 51,590,575 outstanding shares of par value $.001 common stock



---



ENTREMETRIX
CORPORATION

FOR THE FISCAL YEAR
ENDED

DECEMBER 31, 2004

|PART I | Page(s)
|------ | -------



|Item 1. | Description of Business                               | 2
|------- | ----------------------------------------------------- | -
|Item 2. | Description of Property                               | 6
|Item 3. | Legal Proceedings                                     | 6
|Item 4. | Submission of Matters to a
		Vote of Security Holders | 6



PART II



|Item 5.  | Market for Common Equity and
		Related Stockholder Matters                             | 7 
|-------- | -------------------------------------------------------------------------------------- | --
|Item 6.  | Management's
		Discussion and Analysis of Financial Condition or Plan of Operation     | 9 
|Item 7.  | Financial Statements                                                                   | 20
|Item 8.  | Changes in and Disagreements
		With Accountants on Accounting and Financial Disclosure | 20
|Item 8A. | Controls and Procedures                                                                | 20
|Item 8B. | Other Information                                                                      | 21



PART III



|Item 9.  | Directors, Executive
		Officers, Promoters and Control Persons; Compliance With Section 16(a)
		of the Exchange Act | 21
|-------- | ------------------------------------------------------------------------------------------------------------------- | --
|Item 10. | Executive Compensation                                                                                              | 24
|Item 11. | Security Ownership of Certain
		Beneficial Owners and Management and Related Stockholder Matters                    | 24
|Item 12. | Certain Relationships and
		Related Transactions                                                                    | 25
|Item 13. | Exhibits                                                                                                            | 26
|Item 14. | Principle
		Accountant Fees and Services                                                                            | 27



---



FORWARD-LOOKING
STATEMENTS



This document
		contains "forward-looking statements" within the meaning of the Private
		Securities Litigation Reform Act of 1995. All statements other than
		statements of historical fact are "forward-looking statements" for
		purposes of federal and state securities laws, including, but not
		limited to, any projections of earnings, revenue or other financial
		items; any statements of the plans, strategies and objections of
		management for future operations; any statements concerning proposed new
		services or developments; any statements regarding future economic
		conditions or performance; any statements or belief; and any statements
		of assumptions underlying any of the foregoing.



Forward-looking statements may include the words "may," "could,"
		"estimate," "intend," "continue," "believe," "expect" or "anticipate" or
		other similar words. These forward-looking statements present our
		estimates and assumptions only as of the date of this report. Except for
		our ongoing securities laws, we do not intend, and undertake no
		obligation, to update any forward-looking statement.



Although we
		believe that the expectations reflected in any of our forward-looking
		statements are reasonable, actual results could differ materially from
		those projected or assumed in any or our forward-looking statements. Our
		future financial condition and results of operations, as well as any
		forward-looking statements, are subject to change and inherent risks and
		uncertainties. The factors impacting these risks and uncertainties
		include, but are not limited to:

- increased
		competitive pressures from existing competitors and new entrants;
- increases in
		interest rates or our cost of borrowing or a default under any material
		debt agreements;
- deterioration
		in general or regional economic conditions;
- adverse state
		or federal legislation or regulation that increases the costs of
		compliance, or adverse findings by a regulator with respect to existing
		operations;
- loss of
		customers or sales weakness;
- inability to
		achieve future sales levels or other operating results;
- fluctuations
		of taxes and workers compensation rates;
- the
		unavailability of funds for capital expenditures; and
- operational
		inefficiencies in distribution or other systems.

For a detailed
description of these and other factors that could cause actual results to differ
materially from those expressed in any forward-looking statement, please see
"Factors That May Affect Our Results of Operation" in this document.



In this form 10-KSB
references to "EntreMetrix", "the Company", "we," "us," and "our" refer to
ENTREMETRIX CORPORATION.



1



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PART I

ITEM 1. DESCRIPTION OF BUSINESS



(a) Business Development



We were originally
incorporated as McGinnis-Powell & Sons, Inc., under the laws of the State of
Montana on July 29, 1983. Our corporate name was changed to "Missouri River Gold
and Gem Corp." in September of 1984. In 1985, we conducted a public offering of
our common stock pursuant to a Regulation A exemption from registration under
the Securities Act of 1933. Proceeds of the offering were used to acquire
equipment and search for commercial quantities of quality gemstones and gold
along six thousand feet of the Missouri River, which was leased from the State
of Montana. No commercial quantities of gold or gems were found.



In August 1986, we
acquired 100% (100,000 shares) of the outstanding Common Stock of American
Dental Manufacturing, Inc., a California corporation, in exchange for 2,350,492
shares of Common Stock of Missouri River Gold and Gem Corp. Just prior to this
acquisition, our shareholders approved a one for twenty reverse stock split and
changed the name of the Company to American Dental Products Corporation. Thus,
after the reverse stock split and acquisition, there were a total of 2,938,115
shares of Common Stock outstanding. On June 12, 1990, we changed our name to
Missouri River and Gold Gem Corporation.



In June 2000, our
Board of Directors decided to commence implementation of the business purpose
and to proceed with filing a Form 10-SB. Our business plan was to locate and
consummate a merger or acquisition with a private entity.



On March 8, 2004, we
acquired all of the issued and outstanding common stock of EnStruxis, Inc., a
Nevada corporation, or EnStruxis, formerly known as EntreMetrix Corporation. The
transaction was completed pursuant to the terms of a Stock Purchase Agreement
dated February 25, 2004, the "Agreement", by and among the Company and
EnStruxis. As a result of the closing under the Agreement, EnStruxis became a
wholly-owned subsidiary of the Company. On May 6, 2004 we changed our name to
EntreMetrix Corporation. We intend to continue, and expand upon, the business of
EnStruxis. Upon the consummation of the transaction, we amended our Articles of
Incorporation to change our name to EntreMetrix Corporation, the former name of
EnStruxis.



(b) Business of
Issuer



We provide Business
Process Outsourcing (BPO) services for small businesses, including
employee-related administration and regulatory compliance as well as the
handling of such areas as payroll, benefits and insurance operations, regulatory
filings and overall HR guidance as the client's "Administrative Employer". We
also provide financial guidance in areas of treasury management and capital
formation for small business clients.



Our core business
involves providing "Administrative Employer" strategic guidance services to
small business owners. We believe our "Administrative Employer" services allow
small business owners to outsource the employee-related administrative and
regulatory duties in order to concentrate on their core business competencies
and growth. Our strategy is to expand into several key US markets. We expect to
grow through direct sales development in selected local US markets and will
continue to develop and evaluate acquisition opportunities in these same local
markets of similar firms offering "Administrative Employer" services to our
target market.



2

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Generally, we provide
our "Administrative Employer" services to our clients on an annual contract
basis. The services related to employee administration, payroll, taxes and
benefits are bundled with our fee and invoiced to our clients each pay period.
We deliver our invoice and payroll to our clients the day before the client's
"pay day". This practice differs from the "Administrative Employer" or the
payroll service industry, which generally invoices and demands payment prior to
payroll delivery. Our practice, however, creates a collection risk from our
small business clients. To minimize this risk, we extend the "payroll float" to
clients we determined to be credit worthy, although there is no assurances that
our determination is accurate, or that our efforts to reduce such risks would be
successful. Our extension of credit to certain of our clients requires us to
demand a higher profit margin than is common to the "Administrative Employer"
industry to compensate us for this higher level of risk. This risk of
collection, from time to time, creates a working capital deficit for us, which
may materially affect our business operations and finances. For clients who we
determine are not credit worthy, we will require either payment in advance or
cash on delivery upon rendering of our services, similar to the standard
practice of the "Administrative Employer" and payroll service industry for all
clients.



Because we are a
service provider, our primary operating costs and expenses are staff and
management payroll, salaries, and benefits. Our sales and general administrative
expenses aside from the foregoing include rent for office space, computer
equipment and software services and insurance. We currently have no copyrights,
trademarks or patents, but expect to pursue copyright and trademark protection
for some of our marketing programs and materials. Our business generally is not
impacted by seasonal changes.



Personnel



As of December 31,
2004 we had 8 full time employees and 2 part time employees. We currently have 6
full time employees and 2 part time employees. We plan to use consultants,
attorneys and accountants as necessary and do not plan to engage any full-time
employees in the near future. We believe the use of non-salaried personnel
allows us to expend our capital resources as a variable cost as opposed to a
fixed cost of operations. In other words, if we have insufficient revenues or
cash available, we are in a better position to only utilize those services
required to generate revenues as opposed to having salaried employees.



Sales and Marketing



Our sales and
marketing efforts are targeted towards small business owners with fewer than 100
employees, which are dedicated to growth but are often times hindered by
operational and capital challenges. We market ourselves directly to small
business owners primarily using our sales staff but occasionally accept
inquiries from brokers or other intermediaries. We have three major unrelated
customers, which represents 44% of our total revenues for the year ended
December 31, 2004. Our dependence on these key customers means that the loss of
one or more of these, or any reduction in their work orders would materially
reduce our revenues. We expect that sales of our services to these key customers
will continue to contribute materially to our revenues in the foreseeable
future. The loss of, or a significant reduction in purchases by these key
customers could harm our business, financial condition and results of
operations.



3

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Competition



The market for our
products and services are highly competitive and rapidly changing. Our
competitors include, but are not limited to, local and national banking firms,
regional and national insurance carriers, regional and national payroll and
staffing companies who provide services similar in scope to us and to a similar
target clientele. Some of our current and prospective competitors have
significantly greater financial, technical, marketing resources than we do. Our
ability to compete in our markets depends on a number of factors, some within
and others outside our control. These factors include: the frequency and success
of product and services introductions by us and by our competitors, the selling
prices of our products and services and of our competitors' products and
services, the performance of our products and of our competitors' products,
product distribution by us and by our competitors, our marketing ability and the
marketing ability of our competitors, and the quality of customer support
offered by us and by our competitors. In certain cases, the competition may
offer a range and level of services at a price that we would not be able or
willing to meet.



Government
Regulations



By entering into a
co-employer relationship with employees assigned to work at client company
locations, we assume certain obligations and responsibilities as an employer
under certain federal and state laws. However, many of these laws (such as the
Employee Retirement Income Security Act ("ERISA") and federal and state
employment tax laws) do not specifically address the obligations and
responsibilities of non-traditional employers such as "Administrative
Employers"; and the definition of "employer" under these laws is not uniform.
Additionally, some of the states in which we operate have not addressed the
"Administrative Employer" relationship for purposes of compliance with
applicable state laws governing the employer/employee relationship. If these
other federal or state laws are ultimately applied to our "Administrative
Employer" relationship with our worksite employees in a manner adverse to the
Company, such an application could have a material adverse effect on the
Company's financial condition or results of operations.



Laws vary from state
to state relating to the regulation of the "Administrative Employer", but
generally provide for monitoring the fiscal responsibility of "Administrative
employer" and, in some cases, codify and clarify the co-employment relationship
for unemployment, workers' compensation, and other purposes under state law.
There can be no assurance that we will be able to satisfy licensing requirements
of other applicable relations for all states. Additionally, there can be no
assurance that we will be able to renew our licenses in all states.



4

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Restricted Stock
Bonus Agreement



On October 28, 2004,
the Registrant entered into a Restricted Stock Bonus Agreement with each of the
following employees: Jay Isco, Janet Russell, David Mayhew, Lindsay Kan, Reagan
Richmond and Michael A. Green.



Our Board of
Directors of the Registrant ratified and approved the issuance of 2,000,000
unregistered shares of the Registrant's common stock, par value $.001 per share,
to each of our six employees, and entered into a Restricted Stock Bonus
Agreement with each of these employees on the same date. The consideration
received by us consisted of services rendered to us and the continuing
dedication of these employees to our business.



Each Restricted Stock
Bonus Agreement provides for certain vesting conditions, a lock-up agreement, a
first refusal right of us with respect to certain proposed transfers, a
drag-along right of us in connection with certain corporate transactions, and a
5-year market stand-off agreement prohibiting transfers for up to 180 days
following the effective date of any Registration Statement of us (other than on
Form S-8 or S-4). Each employee may vote the stock received except to the extent
any unvested shares are rescinded and cancelled, as provided in each Restricted
Stock Bonus Agreement.



Our Board of
Directors have also approved the issuance of 2,000,000 unregistered shares of
our common stock to our outside legal counsel in consideration for legal
services.



The Restricted Stock
Bonus Agreements were attached as Exhibits 10.1 through 10.6 on Form 8-K filed
on November 11, 2004.



Shares for Debt
Agreement



On November 2, 2004,
our Board of Directors approved the issuance of 6,000,000 unregistered shares of
common stock to each of George LeFevre, our Treasurer, Secretary and a Director,
and Scott Absher, our President and a Director, and we have entered into a
Shares for Debt Agreement with each of them on the same date. The consideration
received by us consisted of $60,000 in services rendered or to be rendered by
each of Mr. LeFevre and Mr. Absher during the period from October 1, 2004
through December 31, 2004, and a full release from any other claims for
compensation relating to such period.



The Share for debt
Agreements were attached as Exhibits 10.7 through 10.8 on Form 8-K filed on
November 11, 2004.



AVAILABLE INFORMATION



We file annual,
quarterly and special reports and other information with the SEC that can be
inspected and copied at the public reference facility maintained by the SEC at
450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549. Information regarding
the public reference facilities may be obtained from the SEC by telephoning
1-800-SEC-0330. The Company's filings are also available through the SEC's
Electronic Data Gathering Analysis and Retrieval System which is publicly
available through the SEC's website (www.sec.gov). Copies of such materials may
also be obtained by mail from the public reference section of the SEC at 450
Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates.



5

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ITEM 2. DESCRIPTION
OF PROPERTY



We currently lease
approximately 2300 square feet of office space located at 18101 Von Karman
Avenue, Irvine, California under a month to month operating lease agreement.
Monthly lease payments are $4,500 per month. The lease expires in April 2005.
The Company continues to lease the premises on a month-to-month basis.



ITEM 3. LEGAL
PROCEEDINGS



We are presently a
party to material litigation involving Richard McKinley, the former president of
the company who was terminated by the board for cause in August of 2004 with the
stock issued to him being cancelled. Mr. McKinley in response filed a temporary
restraining order seeking to be returned to his position, his salary and his
shares. The court granted part of Mr. McKinley's request allowing him to review
the daily financial operation and co sign checks for a brief and temporary
period. The court also restored his shares pending final resolution of the
matter with the court but did not allow Mr. McKinley to sell or pledge his
shares while the matter is still pending. The court did not restore Mr.
McKinley's position or salary. The complaint filed by Mr. McKinley has been
filed in Orange County civil court against the company, its officers and
directors and its former legal and securities counsel seeking among other things
damages for breach of contract, declaratory relief, fraud, rescission and
appointment of a receiver. The officers and the company have filed a cross
complaint against the shares which are in Mr. McKinley's name which were to be
used for subsequent future acquisitions.



The company continues
to vigorously defend against Mr. McKinley's claims and believes it will prevail
when the court is able to review the circumstances under which Mr. McKinley was
terminated by the board. A court date has not yet been scheduled in this matter
as preliminary and preparatory work on this case are in motion. Management
continues to view this as materially adverse to the company's cash flow and
management's attention as this matter will continue to demand time and financial
resources of the company to maintain an adequate defense. Management is unable
to predict the outcome of this matter and as such believes that there is a
significant risk to the company while this litigation continues



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



No matters were
submitted to a vote of security holders, through the solicitation of proxies or
otherwise, during the fourth quarter of the fiscal year ended December 31, 2004.



6

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PART II



ITEM
				5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS



(a)
				Market Information



Since April 23, 2002,
we have been eligible to participate in the OTC Bulletin Board, an electronic
quotation medium for securities traded outside of the Nasdaq Stock Market, and
prices for our common stock were published on the OTC Bulletin under the trading
symbol "MRGG" through May 6, 2004, subsequently on May 7, 2004, in conjunction
with the name change to EntreMetrix Corporation, our OTC:BB trading symbol
changed to "ERMX". The quotations reflect inter-dealer prices, without retail
mark-up, mark-down or commission and may not represent actual transactions. This
market is extremely limited and the prices quoted are not a reliable indication
of the value of our common stock. The following table sets forth the quarterly
high and low bid prices for our Common Stock during our last two fiscal years,
as reported by a Quarterly Trade and Quote Summary Report of the OTC Bulletin
Board. The quotations reflect inter-dealer prices, without retail mark-up,
markdown or commission, and may not necessarily represent actual transactions.



|                | 2004  | 2003  
|--------------- | ----- | ------
|                | High  | Low   
|1st Quarter (1) | $0.25 | $0.20 
|2nd Quarter     | $0.48 | $0.20 
|3rd Quarter     | $0.51 | $0.05 
|4th Quarter     | $0.07 | $0.025



(b) Holders of Common
Stock



As of December 31,
2004, we had approximately 370 stockholders of record of the 51,590,575 shares
outstanding.



(c) Dividends



We have never
declared or paid dividends on our Common Stock. We intend to follow a policy of
retaining earnings, if any, to finance the growth of the business and do not
anticipate paying any cash dividends in the foreseeable future. The declaration
and payment of future dividends on the Common Stock will be the sole discretion
of the Board of Directors and will depend on our profitability and financial
condition, capital requirements, statutory and contractual restrictions, future
prospects and other factors deemed relevant.



7

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(d) Securities Authorized for
Issuance under Equity Compensation Plans



2004 Stock Plan



On September 16,
2004, our Board of Directors approved a 2004 Stock Plan (the Plan) pursuant to
which there shall be 7,000,000 shares of common stock reserved for issuance and
under which we may issue incentive stock options (ISO), nonqualified stock
options, stock awards and stock bonuses to officers, directors and employees.
The price of the options granted pursuant to the plan shall not be less than 85%
of the fair market value of the shares on the date of grant. The options vest
immediately and expire after ten years from the date of grant or after five
years if ISO is granted. Prices for options granted to employees who own greater
than 10% or more of the Company's stock is at least 110% of the market value at
date of grant. At December 31, 2004, no stock options or awards were granted.



Recent Sales of Unregistered Securities



Deferred Consulting



On April 20, 2004, we
and NeoTactix (NTX) entered into a Business Consulting Agreement pursuant to
which NeoTactix agreed to provide certain business consulting services to us as
specified in the Agreement, In exchange for such services, we agreed to issue
4,900,000 shares of our common stock. We and NTX agree that the compensation
shares issued by us to affiliates of NTX shall be cancelled and returned to us
if, prior to October 31, 2005, we have not achieved certain benchmarks pursuant
to the Agreement.



As of December 31,
2004, none of the benchmarks has occurred. The services, valued at $1.47
million, were deferred until the performances commit.



Deferred Stock
Bonuses



In September 2004,
our Board of Directors approved the issuance of 2,000,000 unregistered shares of
common stock to each of the four employees and entered into a Restricted Stock
Bonus Agreement with each of these employees. Each Restricted Stock Bonus
Agreement provides for certain vesting conditions, a lock-up agreement, a first
refusal right of us with respect to certain proposed transfers, a drag-along
right of us in connection with certain corporate transactions, and a 5-year
market stand-off agreement prohibiting transfers for up to 180 days following
the effective date of any registration statement of us. If the employee does not
meet the vesting conditions pursuant to the Agreement by December 31, 2005, then
a pro rata portion of the restricted shares shall be vested based on the formula
provided by the Agreement. All restricted shares that do not vest as of December
31, 2005 shall be automatically rescinded and cancelled. Each employee may vote
the stock received to the extent any unvested shares are rescinded and
cancelled.



As of December 31,
2004, none of the vesting conditions has occurred and no shares were vested. The
compensations, valued at $80,000, were deferred until the restricted shares
vest.



8

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Shares for Debt
Agreement



On November 2, 2004,
our Board of Directors approved the issuance of 6,000,000 unregistered shares of
common stock to each of the officers and directors, and we entered into a Shares
for Debt Agreement with each of them on the same date. The consideration
received by us consisted of $60,000 in services rendered or to be rendered by
each of the officers during the period from October 1, 2004 through December 31,
2004, and a full release from any other claims for compensation relating to such
period.



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



This report contains
forward-looking statements. Actual results and events could differ materially
from those projected, anticipated, or implicit, in the forward-looking
statements as a result of the risk factors set forth below and elsewhere in this
report.



With the exception of
historical matters, the matters discussed herein are forward-looking statements
that involve risks and uncertainties. Forward-looking statements include, but
are not limited to, statements concerning anticipated trends in revenues and net
income, the date of introduction or completion of our products, projections
concerning operations and available cash flow. Our actual results could differ
materially from the results discussed in such forward-looking statements. The
following discussion of our financial condition and results of operations should
be read in conjunction with our financial statements and the related notes
thereto appearing elsewhere herein.



The following review
of operations for the year ended December 31, 2004 should be read in conjunction
with our Financial Statements and Notes included in this Form 10-KSB.



Introduction



The following
Management's Discussion and Analysis of Financial Condition and Results of
Operations ("M,D&A") should be read in conjunction with our financial statements
and the accompanying footnotes. M,D&A includes the following:

- Overview - a
		general description of our business and the BPO sector or industry.
- General
		Discussion of Critical Accounting Policies and New Accounting
		Pronouncements - a discussion of accounting policies that are most
		important to the portrayal of our financial condition and results of
		operations which require critical judgments and estimates and the
		expected impact of new accounting pronouncements.
- Operations
		Overview - a summary of key information concerning the financial results
		for 2004 and changes from 2003.
- Results of
		Operations - an analysis of our results of operations for the two years
		presented in the financial statements.
- Financial
		Condition - an analysis of our financial condition as of the end of the
		last two years presented in the financial statements.

9

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- Liquidity and
		Capital Resources - an analysis of capital resources, cash sources and
		uses, investing activities, financing activities, off-balance sheet
		arrangements, contractual obligations and interest rate hedging.
- Cautionary
		Information Regarding Forward-Looking Statements - cautionary
		information about forward-looking statements and a description of
		certain risks and uncertainties that could cause our actual results to
		differ materially from our historical results or our current
		expectations about future periods.

Overview



We provide Business
Process Outsourcing (BPO) services for small businesses, including
employee-related administration handling such as payroll, benefits and insurance
operations, regulatory filings and overall HR guidance as the client's
"Administrative Employer". We also provide financial guidance in areas of
treasury management and capital formation for small business clients.



Our core business
involves providing "Administrative Employer" and strategic guidance services to
small business owners. We believe our "Administrative Employer" services allow
small business owners to outsource the employee-related administrative and
regulatory duties in order to concentrate on their core business competencies
and growth. Our strategy is to expand into several key US markets. We expect to
grow through a combination of acquisitions of local market "Administrative
Employer" service provider firms within our targeted US markets, and organic
sales growth.



Generally, we provide
our "Administrative Employer" services to our clients on an annual contract
basis. The services related to employee administration, payroll, taxes and
benefits are bundled with our fee and invoiced to our clients each pay period.
We deliver our invoice and payroll to our clients the day before the client's
"pay day". This practice differs from the "Administrative Employer" or the
payroll service industry, which generally invoices and demands payment prior to
payroll delivery. Our practice, however, creates a collection risk from our
small business clients. To minimize this risk, we extend the "payroll float" to
clients we determined to be credit worthy, although there is no assurances that
our determination is accurate, or that our efforts to reduce such risks would be
successful. Our extension of credit to certain of our clients requires us to
demand a higher profit margin than is common to the "Administrative Employer"
industry to compensate us for this higher level of risk. This risk of
collection, from time to time, creates a working capital deficit for us, which
may materially affect our business operations and finances. For clients who we
determine are not credit worthy, we will require either payment in advance or
cash on delivery upon rendering of our services, similar to the standard
practice of the "Administrative Employer" and payroll service industry for all
clients.



Because we are a
service provider, our primary operating costs and expenses are staff and
management payroll, salaries, and benefits. Our sales and general administrative
expenses aside from the foregoing include rent for office space, computer
equipment and software services and insurance. We currently have no copyrights,
trademarks or patents, but expect to pursue copyright and trademark protection
for some of our marketing programs and materials. Our business generally is not
impacted by seasonal changes.



10

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Our cash obligations
are anticipated to increase substantially over the next 12 months. The cash
would be utilized for operational expenses and general working capital as a
result of continued sales growth, continued legal and professional fees as a
result of continuing litigation and reserve or deposit requirements which are a
result of sales growth of the business. We intend for these funding requirements
to be fulfilled through either equity or debt financing.



We do not anticipate
performing any significant product research and development under our plan of
operation.



We do anticipate
purchasing or leasing operational facilities in the next twelve months; however,
if such a purchase were contemplated it would be subject to our receipt of
sufficient income from operations or funds from borrowings or stock sales to
enable such purchases or leases.



The number of
employees required to operate our business is currently 6 full-time and 2 part
time employees. We scale our staffing based on sales growth leading top client
need. This flexibility allows us to scale up or down based on need.



EntreMetrix
Accounting Policies



Our accounting
policies are fully described in Note 2 to our consolidated financial statements.
The following describes the general application of accounting principles that
impact our consolidated financial statements.



EntreMetrix, Inc.
results of operations are based upon our consolidated financial statements,
which have been prepared in accordance with accounting principals generally
accepted in the United States. The preparation of these financial statements
requires us to make estimates and judgments that affect the reported amounts of
assets, liabilities, revenues and expenses, and related disclosure of contingent
assets and liabilities. On an on-going basis, we evaluate our estimates,
including those related to bad debt, inventories, investments, intangible
assets, income taxes, financing operations, and contingencies and litigation.



EntreMetrix bases its
estimates on historical experience and on various other assumptions that are
believed to be reasonable under the circumstances, the results of which form the
basis for making judgments about the carrying values of assets and liabilities
that are not readily apparent from other sources. Actual results may differ from
these estimates under different assumptions or conditions.



11

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Results of Operations
for the Years Ended December 31, 2004 and 2003 Compared.



|                             | Year Ended December 31, 2004 | Year Ended December 31, 2003
|---------------------------- | ---------------------------- | ----------------------------
|Revenues                     | $ 10,614,729                 | $ 6,825,244                 
|                             |                              |                             
|Cost and
		Expenses          | (10,882,477)                 | (7,035,034)                 
|                             |                              |                             
|Other Expense                | (41,445)                     | (18,178)                    
|                             | (309,193)                    | (227,968)                   
|                             |                              |                             
|Provision for
		income taxes | (800)                        | (800)                       
|                             |                              |                             
|Net Loss                     | $ (309,993)                  | $ (228,768)                 



Revenue



|                                  | 2004         | 2003        | Increase/(decrease)$
|--------------------------------- | ------------ | ----------- | --------------------
|For the year ended December
		31: |              |             |                     
|Revenue                           | $ 10,614,729 | $ 6,825,244 | $ 3,789,485         



Revenues for the year
ended December 31, 2004 were $10,614,729 compared to revenues of $6,825,244 in
the year ended December 31, 2003. This resulted in an increase in revenues of
$3,789,485, from the same period one year ago. The increase in revenues was
primarily a result of sales growth over the prior period, and an increase in our
gross margin on new clients. As we expand our business and obtain additional
clients for our BPO services, our revenues should continue to grow on a
consistent basis.



Cost of Revenues



| | 2004 | 2003 | Increase/(decrease)$
| | ---- | ---- | --------------------

|                                  |             |             |            
|--------------------------------- | ----------- | ----------- | -----------
|For the year ended December
		31: |             |             |            
|Cost of revenue                   | $ 9,785,957 | $ 6,354,669 | $ 3,431,288



Cost of revenues for
the year ended December 31, 2004 was $9,785,957, an increase of $3,431,288 from
$6,354,669 for the same period ended December 31, 2003. The increase in cost of
revenues was primarily due to the fixed costs associated with the increase in
revenue compared to last year. Fixed costs primarily include and are not limited
to client federal and state payroll taxes, workers compensation, 401K, and union
benefits.



12

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General and
Administrative expenses



|                                    | 2004        | 2003      | Increase/(decrease)$
|----------------------------------- | ----------- | --------- | --------------------
|For the year ended December
		31:   |             |           |                     
|General & Administrative
		expenses | $ 1,096,520 | $ 680,365 | $ 416,155           



General and
administrative expenses were $1,096,520 for the year ended December 31, 2004
versus $680,365 for the year ended December 31, 2003, which resulted in an
increase of $416,155. G&A expenses consist primarily of salaries, and related
costs for executive, sales finance and other administrative personnel, and the
cost of facilities and related spending. The increase in expenses was primarily
due to legal fees of approximately $294,000, an increase of approximately
$274,000 over the prior year period. The increase in legal expense by the
company was primarily due to the defense and legal action taken against the
former president who was removed by the board of directors. Another expense that
affected the overall increase was salary expense of $487,000 and $381,000 for
the year ending December 31, 2004, and 2003 respectively. The increase of salary
expense of $106,000 was attributable to the expansion of our sales team as
well as unauthorized salaries which were the primary cause of the removal of our
prior president by the board of directors. Furthermore bad debt expense, and
professional commission fees increased approximately $35,100 and $14,800
respectively compared to the prior year. In addition insurance fees, and rent
expense increased approximately $8,400 and $12,800 respectively for the same
prior period. The increase in insurance fees is directly attributable to
increased liability coverage needed for our larger clientele. In addition rent
expense increased due to our expansion of our sales team and staff. These
increases were generally offset by a decrease in tax penalties and travel costs
of $52,300 and $11,700 respectively for the prior year period. The decrease in
travel costs was due to the company's focus on the local client market.



Net Income (Loss)



|                                  | 2004        | 2003        | Increase/(decrease)$
|--------------------------------- | ----------- | ----------- | --------------------
|                                  |             |             |                     
|For the year ended December
		31: |             |             |                     
|Net Income (loss)                 | $ (309,993) | $ (228,768) | $ 81,225            



The net loss for the
year ended December 31, 2004 was $309,993, versus a net loss of $228,768 for the
year ended December 31, 2003, a change in net loss of $81,225. The increase in
the net loss was primarily due to the increase in G&A expenses, more
specifically the increases in legal and salary expenses. These expenses have
significantly increased due to unauthorized salaries, and certain legal actions
the company deems necessary in defending the company as well as pursuing legal
action in a countersuit. To assist with these increased expenses the company has
adjusted our margins on new business whenever possible, and has made additional
adjustments to salary related expenses in the operations side of our business.



13

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Going Concern



Our consolidated
financial statements have been prepared on a going concern basis, which
contemplates the realization of assets and the settlement of liabilities and
commitments in the normal course of business. In the near term, we expect
operating costs to continue to exceed funds generated from operations. As a
result, we expect to continue to incur operating losses and may not have enough
money to grow its business in the future. We can give no assurance that it will
achieve profitability or be capable of sustaining profitable operations. As a
result, operations in the near future are expected to continue to use working
capital.



We are actively
increasing marketing efforts to increase revenues. Our ability to continue as a
going concern is dependent its ability to meet its financing arrangement and the
success of its future operations. The consolidated financial statements do not
include any adjustments that might be necessary if we are unable to continue as
a going concern.



Off-Balance Sheet
Arrangements.



We do not have any
off-balance sheet arrangements that have or are reasonably likely to have a
current or future effect on our financial condition, changes in financial
condition, revenues or expenses, results of operations, liquidity, capital
expenditures or capital resources that is material to investors.



Liquidity and Capital
Resources at December 31, 2004.



The following table summarizes
	total assets, accumulated deficit and stockholders' equity.



|                                 | December 31,
		2004
|-------------------------------- | -------------------
|Total Assets                     | $186,896           
|                                 |                    
|Accumulated
		Deficit            | $(656,691)         
|                                 |                    
|Stockholders'
		Equity (Deficit) | $(492,001)         



A critical component
of our operating plan impacting our continued existence is the ability to obtain
additional capital through additional equity and/or debt financing. Since
inception, we have financed our cash flow requirements through issuances of
common stock. As we expand our activities, we may continue to experience net
negative cash flows from operations, pending receipt of sales revenues.



Additionally, we
anticipate obtaining additional financing to fund operations through common
stock offerings and bank borrowings, to the extent available, or to obtain
additional financing to the extent necessary to augment our working capital. In
the event we cannot obtain the necessary capital to pursue our strategic plan,
we may have to cease or significantly curtail our operations. This would
materially impact our ability to continue operations.



14

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We believe that
existing capital and anticipated funds from operations will not be sufficient to
sustain operations and planned expansion over the next twelve months. We
anticipate substantial increases in our cash requirements; which will require
additional capital generated from either the sale of common stock, the sale of
preferred stock, or debt financing. Consequently, we will be required to seek
additional capital in the future to fund growth and expansion through additional
equity or debt financing or credit facilities. No assurance can be made that
such financing would be available, and if available it may take either the form
of debt or equity. In either case, the financing could have a negative impact on
our financial condition and our Stockholders. We currently have no agreements
which would provide for either loans to us, or the sale of the our securities.



We anticipate that we
will incur operating losses in the next twelve months. Our lack of operating
history makes predictions of future operating results difficult to ascertain.
Our prospects must be considered in light of the risks, expenses and
difficulties frequently encountered by companies in their early stage of
development, particularly companies in new and rapidly evolving markets. Such
risks for us include, but are not limited to, an evolving and unpredictable
business model and the management of growth. To address these risks, we must,
among other things, obtain a customer base, implement and successfully execute
our business and marketing strategy, respond to competitive developments, and
attract, retain and motivate qualified personnel. There can be no assurance that
we will be successful in addressing such risks, and the failure to do so can
have a material adverse effect on our business prospects, financial condition
and results of operations.



FACTORS THAT MAY AFFECT OUR RESULTS
OF OPERATION



LIMITED OPERATING
HISTORY



Since June of 1990,
we had been a non-operating company until our acquisition of EnStruxis, Inc. in
March of 2004. Therefore, we have a limited operating history and our business
and prospects must be considered in light of the risks and uncertainties to
which early stage companies in rapidly evolving industries such as professional
employment services are exposed. We cannot provide assurances that our business
strategy will be successful or that we will successfully address those risks and
the risks described herein.

- If we are
		unable to secure future capital, we will be unable to continue our
		operations.
- Our business
		has not been profitable in the past and it may not be profitable in the
		future. We may incur losses on a quarterly or annual basis for a number
		of reasons, some within and others outside our control. (See "Potential
		Fluctuation in Our Quarterly Performance.") The growth of our business
		will require the commitment of substantial capital resources. If funds
		are not available from operations, we will need additional funds. We may
		seek such additional funding through public and private financing,
		including debt or equity financing. Adequate funds for these purposes,
		whether through financial markets or from other sources, may not be
		available when we need them. Even if funds are available, the terms
		under which the funds are available to us may not be acceptable to us.
		Insufficient funds may require us to delay, reduce or eliminate some or
		all of our planned activities.

To successfully
execute our current strategy, we will need to improve our working capital
position. The report of our independent auditors accompanying our financial
statements includes an explanatory paragraph indicating there is a substantial
doubt about the Company's ability to continue as a going concern due to
recurring losses. We plan to overcome the circumstances that impact our ability
to remain a going concern through a combination of increased revenues and
decreased costs, with interim cash flow deficiencies being addressed through
additional equity financing.



POTENTIAL FLUCTUATION
IN QUARTERLY PERFORMANCE:



Quarterly operating
results can fluctuate significantly depending on a number of factors, any one of
which could have a material adverse effect on our results of operations. The
factors include: the timing of services announcements and subsequent
introductions of new or enhanced services by us and by our competitors, the
market acceptance of our services, changes in our prices and in our competitors'
prices, the timing of expenditures for staffing and related support costs, the
extent and success of advertising, and changes in general economic conditions.



We may experience
significant quarterly fluctuations in revenues and operating expenses as we
introduce new services, especially as we enter the BPO business. Furthermore,
quarterly results are not necessarily indicative of future performance for any
particular period.



SINCE OUR COMPETITORS
HAVE GREATER FINANCIAL AND MARKETING RESOURCES THAN WE DO, WE MAY EXPERIENCE A
REDUCTION IN MARKET SHARE AND REVENUES.



The markets for our
products and services are highly competitive and rapidly changing. Some of our
current and prospective competitors have significantly greater financial,
technical, marketing resources than we do. Our ability to compete in our markets
depends on a number of factors, some within and others outside our control.
These factors include: the frequency and success of product and services
introductions by us and by our competitors, the selling prices of our products
and services and of our competitors' products and services, the performance of
our products and of our competitors' products, product distribution by us and by
our competitors, our marketing ability and the marketing ability of our
competitors, and the quality of customer support offered by us and by our
competitors.



IF WE ACQUIRE
COMPLEMENTARY BUSINESSES, WE MAY NOT BE ABLE TO EFFECTIVELY INTEGRATE THEM INTO
OUR CURRENT OPERATIONS, WHICH WOULD ADVERSELY AFFECT OUR OVERALL FINANCIAL
PERFORMANCE.



In order to grow our
business, we may acquire businesses that we believe are complementary. We
currently do not have any specific plans to do so, however. To successfully
implement this strategy, we must identify suitable acquisition candidates,
acquire these candidates on acceptable terms, integrate their operations and
technology successfully with ours, retain existing customers and maintain the
goodwill of the acquired business. We may fail in our efforts to implement one
or more of these tasks. Moreover, in pursuing acquisition opportunities, we may
compete for acquisition targets with other companies with similar growth
strategies. Some of these competitors may be larger and have greater financial
and other resources than we do. Competition for these acquisition targets likely
could also result in increased prices of acquisition targets and a diminished
pool of companies available for acquisition. Our overall financial performance
will be materially and adversely affected if we are unable to manage internal or
acquisition-based growth effectively. Acquisitions involve a number of risks,
including: integrating acquired products and technologies in a timely manner,
integrating businesses and employees with our business, managing
geographically-dispersed operations, reductions in our reported operating
results from acquisition-related charges and amortization of goodwill, potential
increases in stock compensation expense and increased compensation expense
resulting from newly-hired employees, the diversion of management attention, the
assumption of unknown liabilities, potential disputes with the sellers of one or
more acquired entities, our inability to maintain customers or goodwill of an
acquired business, the need to divest unwanted assets or products, and the
possible failure to retain key acquired personnel.



16

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Client satisfaction
or performance problems with an acquired business could also have a material
adverse effect on our reputation, and any acquired business could significantly
under perform relative to our expectations. We cannot be certain that we will be
able to integrate acquired businesses, products or technologies successfully or
in a timely manner in accordance with our strategic objectives, which could have
a material adverse effect on our overall financial performance.



In addition, if we
issue equity securities as consideration for any future acquisitions, existing
stockholders will experience ownership dilution and these equity securities may
have rights, preferences or privileges superior to those of our common stock.



DEPENDENCE ON KEY
PERSONNEL:



Our success is
dependent, in part, upon our ability to attract and retain qualified management
and technical personnel. Competition for these personnel is intense, and we will
be adversely affected if it is unable to attract additional key employees or if
it loses one or more key employees. We may not be able to retain our key
personnel.



INCREASES IN HEALTH
INSURANCE PREMIUMS, UNEMPLOYMENT TAXES, AND WORKERS' COMPENSATION RATES WILL
HAVE A SIGNIFICANT EFFECT ON OUR FUTURE FINANCIAL PERFORMANCE.



Health insurance
premiums, state unemployment taxes, and workers' compensation rates are, in
part, determined by our claims experience, and comprise a significant portion of
our direct costs. We employ risk management procedures in an attempt to control
claims incidence and structure our benefits contracts to provide as much cost
stability as possible. However, should we experience a large increase in claims
activity, the unemployment taxes, health insurance premiums, or workers'
compensation insurance rates we pay could increase. Our ability to incorporate
such increases into service fees to clients is generally constrained by
contractual agreements with our clients. Consequently, we could experience a
delay before such increases could be reflected in the service fees we charge. As
a result, such increases could have a material adverse effect on our financial
condition or results of operations.



17

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WE CARRY SUBSTANTIAL
LIABILITY FOR WORKSITE EMPLOYEE PAYROLL AND BENEFITS COSTS.



Under our client
service agreements, we become a co-employer of worksite employees and we assume
the obligations to pay the salaries, wages, and related benefits costs and
payroll taxes of such worksite employees. We assume such obligations as a
principal, not merely as an agent of the client company. Our obligations include
responsibility for (a) payment of the salaries and wages for work performed by
worksite employees, regardless of whether the client company makes timely
payment to us of the associated service fee; and (2) providing benefits to
worksite employees even if the costs incurred by us to provide such benefits
exceed the fees paid by the client company. If a client company does not pay us,
or if the costs of benefits provided to worksite employees exceed the fees paid
by a client company, our ultimate liability for worksite employee payroll and
benefits costs could have a material adverse effect on the Company's financial
condition or results of operations.



AS A MAJOR EMPLOYER,
OUR OPERATIONS ARE AFFECTED BY NUMEROUS FEDERAL, STATE, AND LOCAL LAWS RELATED
TO LABOR, TAX, AND EMPLOYMENT MATTERS.



By entering into a
co-employer relationship with employees assigned to work at client company
locations, we assume certain obligations and responsibilities or an employer
under these laws. However, many of these laws (such as the Employee Retirement
Income Security Act ("ERISA") and federal and state employment tax laws) do not
specifically address the obligations and responsibilities of non-traditional
employers such as "Administrative Employers"; and the definition of "employer"
under these laws is not uniform. Additionally, some of the states in which we
operate have not addressed the "Administrative Employer" relationship for
purposes of compliance with applicable state laws governing the
employer/employee relationship. If these other federal or state laws are
ultimately applied to our "Administrative Employer" relationship with our
worksite employees in a manner adverse to the Company, such an application could
have a material adverse effect on the Company's financial condition or results
of operations.



Laws vary from state
to state relating to the regulation of the "Administrative Employer", but
generally provide for monitoring the fiscal responsibility of "Administrative
employer" and, in some cases, codify and clarify the co-employment relationship
for unemployment, workers' compensation, and other purposes under state law.
There can be no assurance that we will be able to satisfy licensing requirements
of other applicable relations for all states. Additionally, there can be no
assurance that we will be able to renew our licenses in all states.



THE MAINTENANCE OF
HEALTH AND WORKERS' COMPENSATION INSURANCE PLANS THAT COVER WORKSITE EMPLOYEES
IS A SIGNIFICANT PART OF OUR BUSINESS.



18

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The current health
and workers' compensation contracts are provided by vendors with whom we have an
established relationship, and on terms that we believe to be favorable. While we
believe that replacement contracts could be secured on competitive terms without
causing significant disruption to our business, there can be no assurance in
this regard.



WE ARE DEPENDENT UPON
A THREE MAJOR UNRELATED CUSTOMERS FOR A SIGNIFICANT PERCENTAGE OF OUR SALES, AND
THE LOSS OF THESE KEY CUSTOMERS WOULD MATERIALLY REDUCE OUR REVENUES.



We have three major
unrelated customers, which represents 44% of our total revenues for the year
ended December 31, 2004. Our dependence on these key customers means that the
loss of one or more of these, or any reduction in their work orders would
materially reduce our revenues. We expect that sales of our services to these
key customers will continue to contribute materially to our revenues in the
foreseeable future. The loss of, or a significant reduction in purchases by
these key customers could harm our business, financial condition and results of
operations.



VOLATILITY OF STOCK
PRICE:



The market price of
our common stock historically has fluctuated significantly. Our stock price
could fluctuate significantly in the future based upon any number of factors
such as: general stock market trends; announcements of developments related to
our business; fluctuations in our operating results; announcements of
technological innovations, new products or enhancements by us or our
competitors; general conditions in the markets we serve; general conditions in
the U.S. economy; developments in patents or other intellectual property rights;
and developments in our relationships with our customers and suppliers.



IF OUR OPERATIONS
CONTINUE TO RESULT IN A NET LOSS, NEGATIVE WORKING CAPITAL AND A DECLINE IN NET
WORTH, AND WE ARE UNABLE TO OBTAIN NEEDED FUNDING, WE MAY BE FORCED TO
DISCONTINUE OPERATIONS.



For several recent
periods, up through the present, we had a net loss, negative working capital and
a decline in net worth, which raise substantial doubt about our ability to
continue as a going concern. Our ability to continue operations will depend on
positive cash flow, if any, from future operations and on our ability to raise
additional funds through equity or debt financing. If we are unable to achieve
the necessary product sales or raise or obtain needed funding, we may be forced
to discontinue operations.



ABSENCE OF DIVIDENDS



We have not paid any
cash dividends on our common stock to date and we do not anticipate paying cash
dividends in the foreseeable future.



19

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LIQUIDITY OF COMMON
STOCK



Since our common
stock is a penny stock, as defined in Rule 3a51-1 under the Securities Exchange
Act, it will be more difficult for investors to liquidate their investment even
if and when a market develops for the common stock. Until the trading price of
the common stock rises above $5.00 per share, if ever, trading in the common
stock is subject to the penny stock rules of the Securities Exchange Act
specified in rules 15g-1 through 15g-10. Those rules require broker-dealers,
before effecting transactions in any penny stock, to:

- Deliver to the customer, and obtain a written receipt for, a
				disclosure document;
- Disclose certain price information about the stock;
- Disclose the amount of compensation received by the
				broker-dealer or any associated person of the broker-dealer;
- Send monthly statements to customers with market and price
				information about the penny stock; and
- In
				some circumstances, approve the purchaser's account under
				certain standards and deliver written statements to the customer
				with information specified in the rules.

Consequently, the
penny stock rules may restrict the ability or willingness of broker-dealers to
sell the common stock and may affect the ability of holders to sell their common
stock in the secondary market and the price at which such holders can sell any
such securities. These additional procedures could also limit our ability to
raise additional capital in the future.



ITEM 7. FINANCIAL
STATEMENTS



See Index to
Financial Statements and Financial Statement Schedules appearing on page F-1
through F-16 of this Form 10-KSB.



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



NONE.



ITEM 8A. CONTROLS AND PROCEDURES



We maintain
disclosure controls and procedures designed to ensure that information required
to be disclosed in reports filed under the Securities Exchange Act of 1934, as
amended, is recorded, processed, summarized and reported within the specified
time periods. As of the end of the period covered by this report, our Chief
Executive Officer and Chief Financial Officer evaluated the effectiveness of our
disclosure controls and procedures. Based on the evaluation, which disclosed no
significant deficiencies or material weaknesses, our Chief Executive Officer and
Chief Financial Officer concluded that our disclosure controls and procedures
are effective. There were no changes in our internal control over financial
reporting that occurred during our most recent fiscal quarter that have
materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.



20

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ITEM 8B. OTHER
INFORMATION



NONE



PART III



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



The following table
sets forth the names and positions of our executive officers and directors.
Directors will be elected at our annual meeting of stockholders and serve for
one year or until their successors are elected and qualify. Officers are elected
by the Board and their terms of office are, except to the extent governed by
employment contract, at the discretion of the Board.



|NAME           | AGE | POSITION                                       
|-------------- | --- | -----------------------------------------------
|Scott Absher   | 44  | Chief Executive Officer &
		Director           
|George LeFevre | 37  | Chief Financial Officer,
		Secretary & Director



Scott Absher, Chief
Executive Officer, and Director



As CEO of
EntreMetrix, Mr. Absher is responsible for the oversight, and management of the
company's day to day business affairs.



Mr. Absher has been a
significant BPO industry insider since 1994. As President of Management
Resources, Absher assembled a national marketing force representing many of the
top industry participants. Mr. Absher has opened and managed regional operations
for two national industry participants and been active in merger and acquisition
activities as well as a consultant to leadership within the industry. Since
December 2000, Scott Absher has been the co-founder and Managing Partner of
NeoTactix, a company focused on mergers, acquisitions and structural guidance
for small public companies. He is a graduate of The Moody Bible Institute in
Chicago.



George LeFevre, Chief
Financial Officer, Secretary, and Director



As CFO of
EntreMetrix, Mr. LeFevre primary duty is to oversee and manage the internal
controls related to the cash flow of the company.



Since 2000, George
LeFevre has been the co-founder and Managing Partner of NeoTactix, a company
focused on mergers, acquisitions and structural guidance for small public
companies. From 1998 to 2000, Mr. LeFevre assisted in the formation and funding
of PTM Molecular Biosystems. He was the Chief of Finance and key officer for
strategic business ventures. Mr. LeFevre has invested in and managed portfolios
of securities since 1991. He received a B.S. in Business Administration Finance
from California State University, Long Beach.



21

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Limitation of Liability of Directors



Pursuant to the
Nevada General Corporation Law, our Articles of Incorporation exclude personal
liability for our Directors for monetary damages based upon any violation of
their fiduciary duties as Directors, except as to liability for any breach of
the duty of loyalty, acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, or any transaction from
which a Director receives an improper personal benefit. This exclusion of
liability does not limit any right which a Director may have to be indemnified
and does not affect any Director's liability under federal or applicable state
securities laws. We have agreed to indemnify our directors against expenses,
judgments, and amounts paid in settlement in connection with any claim against a
Director if he acted in good faith and in a manner he believed to be in our best
interests.



Election of Directors
and Officers.



Directors are elected
to serve until the next annual meeting of stockholders and until their
successors have been elected and qualified. Officers are appointed to serve
until the meeting of the Board of Directors following the next annual meeting of
stockholders and until their successors have been elected and qualified.



No Executive Officer
or Director of the Corporation has been the subject of any Order, Judgment, or
Decree of any Court of competent jurisdiction, or any regulatory agency
permanently or temporarily enjoining, barring suspending or otherwise limiting
him from acting as an investment advisor, underwriter, broker or dealer in the
securities industry, or as an affiliated person, director or employee of an
investment company, bank, savings and loan association, or insurance company or
from engaging in or continuing any conduct or practice in connection with any
such activity or in connection with the purchase or sale of any securities.



No Executive Officer
or Director of the Corporation has been convicted in any criminal proceeding
(excluding traffic violations) or is the subject of a criminal proceeding which
is currently pending.



No Executive Officer
or Director of the Corporation is the subject of any pending legal proceedings
other than the present matter in the courts with Mr. McKinley.



Section 16(a)
Beneficial Ownership Reporting Compliance



Section 16(a) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), requires our
executive officers and directors, and persons who beneficially own more than ten
percent of our common stock, to file initial reports of ownership and reports of
changes in ownership with the SEC. Executive officers, directors and greater
than ten percent beneficial owners are required by SEC regulations to furnish us
with copies of all Section 16(a) forms they file. Based upon a review of the
copies of such forms furnished to us and written representations from our
executive officers and directors, we believe that during the year ended 2004
there were no delinquent filers.



22

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Audit Committee



We do not have an
Audit Committee, our board of directors during 2004, performed some of the same
functions of an Audit Committee, such as: recommending a firm of independent
certified public accountants to audit the annual financial statements; reviewing
the independent auditors independence, the financial statements and their audit
report; and reviewing management's administration of the system of internal
accounting controls. The Company does not currently have a written audit
committee charter or similar document.



Code of Ethics



A code of ethics
relates to written standards that are reasonably designed to deter wrongdoing
and to promote:

1. Honest and ethical conduct, including the ethical handling of
				actual or apparent conflicts of interest between personal and
				professional relationships;
2. Full,
				fair, accurate, timely and understandable disclosure in reports
				and documents that are filed with, or submitted to, the
				Commission and in other public communications made by an issuer;
3. Compliance with applicable governmental laws, rules and
				regulations;
4. The
				prompt internal reporting of violations of the code to an
				appropriate person or persons identified in the code; and
5. Accountability for adherence to the code.

We have not adopted a
corporate code of ethics that applies to our principal executive officer,
principal financial officer, principal accounting officer or controller, or
persons performing similar functions in that of our officers and directors
serves in all the above capacities.



Our decision to not
adopt such a code of ethics results from our having only two officers and two
directors operating as the sole management for the Company in 2004. We believe
that as a result of the limited interaction which occurs with having only two
officers and two directors for the Company eliminates the current need for such
a code, in that violations of such a code would be reported to the party
generating the violation.



Nominating Committee



We do not have a
Nominating Committee or Nominating Committee Charter. Our board of directors
performed some of the functions associated with a Nominating Committee. We have
elected not to have a Nominating Committee in that we are a development stage
company with limited operations and resources.



Stock Option Plan



On September 16,
2004, our Board of Directors approved a 2004 Stock Plan (the Plan) pursuant to
which there shall be 7,000,000 shares of common stock reserved for issuance and
under which we may issue incentive stock options (ISO), nonqualified stock
options, stock awards and stock bonuses to officers, directors and employees.
The price of the options granted pursuant to the plan shall not be less than 85%
of the fair market value of the shares on the date of grant. The options vest
immediately and expire after ten years from the date of grant or after five
years if ISO is granted. Prices for options granted to employees who own greater
than 10% or more of the Company's stock is at least 110% of the market value at
date of grant. At December 31, 2004, no stock options or awards were granted.



23

---



ITEM 10. EXECUTIVE
COMPENSATION



The following table
sets forth the cash compensation of our executive officer and director during
the last three fiscal years. The remuneration described in the table does not
include the cost to us of benefits furnished to the named executive officers,
including premiums for health insurance and other benefits provided to such
individual that are extended in connection with the conduct of our business.



Summary Compensation
Table



|                              | Annual
		Compensation | Long Term
		Compensation
|----------------------------- | --------------------- | ------------------------
|Name and
		Principal Position | Year                  | Salary                  
|Scott Absher- CEO             | 2004                  |                         
|George LeFevre- CFO           | 2004                  |                         



As of December 31,
2004, we do not have any agreements in place for the amount of annual
compensation that our officers, directors and employees will receive in the
future.



Compensation
Committee



We currently do not
have a compensation committee of the board of directors. However, the board of
directors intends to establish a compensation committee, which is expected to
consist of three inside directors and two independent members. Until a formal
committee is established our entire board of directors will review all forms of
compensation provided to our executive officers, directors, consultants and
employees including stock compensation and loans.



ITEM
				11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
				MANAGEMENT AND RELATED STOCKHOLDER MATTERS.



The following table
presents information, to the best of our knowledge, about the beneficial
ownership of our common stock on December 31, 2004, held by those persons known
to beneficially own more than 5% of our capital stock and by our directors and
executive officers. The percentage of beneficial ownership for the following
table is based on 51,590,575 shares of common stock outstanding as of December
31, 2004.



24

---



Beneficial ownership
is determined in accordance with the rules of the Securities and Exchange
Commission and does not necessarily indicate beneficial ownership for any other
purpose. Under these rules, beneficial ownership includes those shares of common
stock over which the stockholder has sole or shared voting or investment power.
It also includes (unless footnoted) shares of common stock that the stockholder
has a right to acquire within 60 days after December 31, 2004 through the
exercise of any option, warrant or other right. The percentage ownership of the
outstanding common stock, however, is based on the assumption, expressly
required by the rules of the Securities and Exchange Commission, that only the
person or entity whose ownership is being reported has converted options or
warrants into shares of our common stock.



Security Ownership of Management



|Name of
		Beneficial Owner (1)                                                                     | Number
		of Shares | Percentage
|-------------------------------------------------------------------------------------------------- | ------------------ | ----------
|Scott Absher-
		CEO, Director
		18101 Von
		Karman Ave. Ste. 330
		Irvine, CA
		92612              | 8,450,000          | 16.38%    
|George
		LeFevre- CFO, Secretary, Director
		18101 Von
		Karman Ave. Ste. 330
		Irvine, CA
		92612 | 8,450,000          | 16.38%    
|Richard McKinley
		15 Banstead
		Dove Canyon, CA 92679                                             | 19,252,460*        | 37.32%    
|All executive officers,
		directors, and beneficial owners as a group                              | 36,152,460         | 70.08%    

*These shares are currently
restricted by court order, and there is a counterclaim against these shares by
the company.



ITEM 12. CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS



NeoTactix, Inc.
Consulting Agreement



On April 20, 2004,
the Company and NeoTactix (NTX) entered into a Business Consulting Agreement
pursuant to which NeoTactix agreed to provide certain business consulting
services, in exchange for 4,900,000 shares of the Company's common stock. The
Company and NTX agree that the compensation shares issued the Company to
affiliates of NTX shall be cancelled and returned to the Company if, prior to
October 31, 2005, the Company has not achieved certain benchmarks pursuant to
the Agreement.



On August 26, 2004
the board elected both managing partners of NeoTactix, Scott Absher and George
LeFevre to the board of directors of the Company. In addition the board of
directors elected Scott Absher as CEO, and George LeFevre as CFO and Secretary.
The original agreement with NeoTactix still stands and will be reviewed as of
the expiration date.



25

---



Richard McKinley



On December 31, 2003
the Company issued an unsecured note to Richard McKinley the former president
for $80,522. The Company is currently in a counterclaim against the former
president, and this note is in question in view of the circumstances leading up
to Mr. McKinley's termination by the board of directors.



On July 1, 2004 the
Company issued an unsecured note to Richard McKinley the former president for
$75,000. The Company is currently in a counterclaim against the former
president, and this note is in question in view of the circumstances leading up
to Mr. McKinley's termination by the board of directors.



Scott Absher & George
LeFevre



In December 2002
Scott Absher and George LeFevre loaned the company $84,475 for start up capital.
This note will vest on December 31, 2006.



ITEM
				13. EXHIBITS



|No.       | Exhibit                                                                               
|--------- | --------------------------------------------------------------------------------------
|(3)(i)(a) | Articles of Incorporation as
		previously filed on form 10-SB                         
|(3)(i)(b) | Articles of Amendment dated
		September 17, 1984 as previously filed on form 10-SB    
|(3)(i)(c) | Restated Articles of
		Incorporation dated 8/7/86 as previously filed on form 10-SB   
|(3)(i)(d) | Certificate of Amendment to
		Articles dated 5/26/90 as previously filed on form 10-SB
|(3)(ii)   | By Laws as previously filed
		on form 10-SB                                           
|(14)      | Code of Ethics                                                                        
|          | Certification Pursuant to
		Section 302 of the Sarbanes-Oxley Act                     
|31-1*     | Scott Absher - Chief
		Executive Officer                                              
|31-2*     | George LeFevre - Chief
		Financial Officer                                            
|          | Certification Pursuant to
		Section 902 of the Sarbanes-Oxley Act                     
|32-1*     | Scott Absher - Chief
		Executive Officer                                              
|32-2*     | George LeFevre - Chief
		Financial Officer                                            

______________

* Filed Herewith



26

---



ITEM 14. PRINCIPAL ACCOUNTANT FEES
AND SERVICES



(1) AUDIT FEES



The aggregate
		fees billed for professional services rendered by Spector & Wong, LLP,
		for the audit of our annual financial statements and review of the
		financial statements included in our Form 10-QSB or services that are
		normally provided by the accountant in connection with statutory and
		regulatory filings or engagements for fiscal years 2004 and 2003 were
		$32,500 and $9,500, respectively.



(2) AUDIT-RELATED
FEES



NONE



(3) TAX FEES



The aggregate fees to
be billed by Spector & Wong for professional services to be rendered for tax
fees for fiscal years 2004 and 2003 were $750 and $250, respectively.



(4) ALL OTHER FEES



NONE



(5) AUDIT COMMITTEE
POLICIES AND PROCEDURES



We do not have an
audit committee.



(6) If greater than
50 percent, disclose the percentage of hours expended on the principal
accountant's engagement to audit the registrant's financial statements for the
most recent fiscal year that were attributed to work performed by persons other
than the principal accountant's full-time, permanent employees.



Not applicable.



27

---



SIGNATURES



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



ENTREMETRIX
CORPORATION





By: /s/ Scott
Absher

Scott Absher, Chief
Executive Officer



Date: April 6, 2005



Pursuant to the
requirements of the Securities Exchange Act of 1934, this report has been signed
below by the following persons on behalf of the registrant and in the capacities
and on the dates indicated.



|/s/ Scott Absher   | Chief Executive
Officer 
|------------------ | ------------------------
|Scott Absher       | and Director            
|                  
|/s/ George LeFevre | Chief Financial
Officer,
|George LeFevre     | Secretary and Director  



28

---



ENTREMETRIX
CORPORATION



INDEX TO FINANCIAL
STATEMENTS



|INDEPENDENT AUDITORS'
REPORT                 | F-1       
|-------------------------------------------- | ----------
|                                            
|BALANCE SHEET                                | F-2       
|                                            
|STATEMENTS OF
OPERATIONS                     | F-3       
|                                            
|STATEMENT OF CHANGES
IN STOCKHOLDERS' EQUITY | F-4       
|                                            
|STATEMENTS OF CASH
FLOWS                     | F-5       
|                                            
|NOTES TO FINANCIAL
STATEMENTS                | F-6 - F-16



29

---



|HAROLD Y.
		SPECTOR, CPA | SPECTOR &
		WONG, LLP          | 80 SOUTH LAKE
		AVENUE
|------------------------ | ------------------------------ | ----------------------
|CAROL S. WONG,
		CPA     | Certified
		Public Accountants | SUITE 723             
|                         | 1- (888)
		584-5577            | PASADENA, CA
		91101  
|                         | FAX (626)
		584-6447           |                       







REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM



To the Board of
Directors and

Stockholders of
EntreMetrix Corporation



We have audited the
accompanying consolidated balance sheets of EntreMetrix Corporation as of
December 31, 2004 and 2003, and the related consolidated statements of income,
stockholders' equity, and cash flows for the years then ended. These
consolidated financial statements are the responsibility of the company's
management. Our responsibility is to express an opinion on these consolidated
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 financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.



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



The accompanying
consolidated financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 3 to the consolidated
financial statements, the Company's operating losses and working capital
deficiency raise substantial doubt about its ability to continue as a going
concern. Management's plans regarding those matters are also described in Note
3. The consolidated financial statements do not include any adjustments that
might result from the outcome of this uncertainty.





/s/Spector & Wong,
LLP

Pasadena, California

March 25, 2005



F-1

---



ENTREMETRIX CORPORATION (FKA MISSOURI
RIVER AND GOLD GEM CORP.)

CONSOLIDATED BALANCE SHEET



December 31, 2004 and 2003




|ASSETS                                                                                                     
|-----------------------------------------------------------------------------------------------------------
|Current Assets                                                                                             
|Cash                                                                                                       
|Accounts receivable                                                                                        
|Other receivable                                                                                           
|Prepaid expenses                                                                                           
|Refundable deposits                                                                                        
|Total current assets                                                                                       
|                                                                                                           
|Property and equipment, net
		of accumulated depreciation                                                  
|of $5,678 for 2004 and $9,662
		for 2003                                                                   
|                                                                                                           
|Other Assets                                                                                               
|Deposits                                                                                                   
|Capitalized loan fee, net of
		accumulated amortization                                                    
|of $1,272 for 2004 and $333
		for 2003                                                                     
|Total other assets                                                                                         
|                                                                                                           
|TOTAL ASSETS                                                                                               
|LIABILITIES
		AND STOCKHOLDERS' DEFICIT                                                                    
|Current Liabilities                                                                                        
|Accounts payable                                                                                           
|Payroll liabilities                                                                                        
|Other current liabilities                                                                                  
|Deferred revenue                                                                                           
|Notes payable to related
		parties, current portion                                                        
|Total current liabilities                                                                                  
|                                                                                                           
|Notes payable to related
		parties, net of current portion                                                 
|                                                                                                           
|Stockholders' Deficit                                                                                      
|Preferred stock; $0.001 par
		value; 10,000,000 shares authorized; none issued and outstanding             
|Common stock, $0.01 par
		value, 2,500 shares authorized, issued and outstanding                           
|Common stock, $0.001 par
		value, 300,000,000 shares authorized; 51,590,575 shares issued and
		outstanding
|Paid-in capital                                                                                            
|Deferred consulting and
		compensation                                                                     
|Accumulated deficit                                                                                        
|Total stockholders' deficit                                                                                
|TOTAL LIABILITIES AND
		STOCKHOLDERS' DEFICIT                                                              



See notes to
consolidated financial statements.



F-2

---



ENTREMETRIX CORPORATION (FKA MISSOURI
RIVER AND GOLD GEM CORP.)

CONSOLIDATED STATEMENTS OF OPERATIONS



|For years ended December 31,                   | 2004         | 2003       
|---------------------------------------------- | ------------ | -----------
|Revenue                                        | $ 10,614,729 | $ 6,825,244
|                                               |              |            
|Cost and Expenses                              |              |            
|Cost of revenue                                | 9,785,957    | 6,354,669  
|Selling, general and
		administrative expenses | 1,096,520    | 680,365    
|                                               | 10,882,477   | 7,035,034  
|                                               |              |            
|Operating (loss)                               | (267,748)    | (209,790)  
|                                               |              |            
|Other Income (Expense)                         |              |            
|Interest and other income                      | 146          | -          
|Embezzlement loss                              | (5,423)      | -          
|Interest expense                               | (36,168)     | (18,178)   
|Total other income (expenses)                  | (41,445)     | (18,178)   
|                                               |              |            
|Net (loss) before taxes                        | (309,193)    | (227,968)  
|                                               |              |            
|Provision for income taxes                     | 800          | 800        
|                                               |              |            
|Net (loss)                                     | $ (309,993)  | $ (228,768)
|                                               |              |            
|Net (loss) per share-Basic
		and Diluted       | $ (0.01)     | $ (0.05)   
|                                               |              |            
|Weighted Average Number of
		Shares            | 30,406,832   | 4,938,115  



See notes to
consolidated financial statements.



F-3

---



ENTREMETRIX CORPORATION (FKA MISSOURI
RIVER AND GOLD GEM CORP.)

CONSOLIDATED STATEMENTS OF CHANGES IN
STOCKHOLDERS' DEFICIT



For years ended December 31, 2004 and
2003




|                             | Common Stock | Paid-in  | Deferred    | Accumulated   |            
|---------------------------- | ------------ | -------- | ----------- | ------------- | -----------
|                             | Shares       | Amount   | Capital     | Compensation  | Deficit    
|Balance at December 31, 2002 | 2,500        | $ 25     | $ 1,491     | $ -           | $ (113,927)
|                             |              |          |             |               |            
|Net (loss)                   |              |          |             |               | (228,768)  
|Balance at December 31, 2003 | 2,500        | 25       | 1,491       |               | (342,695)  
|                             |              |          |             |               |            
|Retirement of shares due     |              |          |             |               |            
|to reverse merger            | (2,500)      | (25)     | (1,491)     |               | 1,516      
|                             |              |          |             |               |            
|Reverse merger with MRGG     | 4,938,115    | 4,938    |             |               | (4,938)    
|                             |              |          |             |               |            
|Issuance of shares for:      |              |          |             |               |            
|Reverse merger               | 19,752,460   | 19,752   |             |               | (581)      
|Deferred consulting          | 4,900,000    | 4,900    | 1,465,100   | (1,470,000)   |            
|Deferred bonuses             | 8,000,000    | 8,000    | 72,000      | (80,000)      |            
|Legal Fees                   | 2,000,000    | 2,000    | 18,000      |               |            
|Officers' compensation       | 12,000,000   | 12,000   | 108,000     |               |            
|                             |              |          |             |               |            
|Net (loss)                   |              |          |             |               | (309,993)  
|Balance at December 31, 2004 | 51,590,575   | $ 51,590 | $ 1,663,100 | $ (1,550,000) | $ (656,691)



See notes to
consolidated financial statements.



F-4

---



ENTREMETRIX CORPORATION (FKA MISSOURI
RIVER AND GOLD GEM CORP.)

CONSOLIDATED STATEMENTS OF CASH FLOWS



|For years ended December 31,                                 | 2004        | 2003       
|------------------------------------------------------------ | ----------- | -----------
|CASH FLOW FROM OPERATING
		ACTIVITIES                        |             |            
|Net (loss)                                                   | $ (309,993) | $ (228,768)
|Adjustments to reconcile net
		(loss) to net cash (used in)  |             |            
|operating activities:                                        |             |            
|Depreciation and amortization                                | 7,309       | 9,634      
|Issuance shares for services
		and expenses                  | 140,000     | -          
|Write-off property and
		equipment                           | 35,071      | -          
|(Increase) Decrease in:                                      |             |            
|Accounts receivable                                          | 40,157      | (36,400)   
|Other receivable                                             | 14,674      | (12,391)   
|Prepaid expenses                                             | (32,592)    | 79,024     
|Deposits                                                     | 35,121      | (39,421)   
|Increase (Decrease) in:                                      |             |            
|Accounts payable and accrued
		expenses                      | 52,710      | 149,825    
|Deferred Revenue                                             | (12,580)    | 5,444      
|Net cash flows (used in)
		operating activities              | (30,123)    | (73,053)   
|                                                             |             |            
|CASH FLOW FROM INVESTING
		ACTIVITIES                        |             |            
|Purchase of property and
		equipment                         | (8,674)     | (47,917)   
|Cash increase due to reverse
		acquisition by EntreMetrix    | 19,171      | -          
|Net cash flows provided by
		(used in) investing activities  | 10,497      | (47,917)   
|                                                             |             |            
|CASH FLOW FROM FINANCING
		ACTIVITIES                        |             |            
|Net proceeds from notes
		payable to related parties         | 76,574      | 74,875     
|Net cash flows provided by
		financing activities            | 76,574      | 74,875     
|                                                             |             |            
|NET INCREASE (DECREASE) IN
		CASH                            | 56,948      | (46,095)   
|                                                             |             |            
|CASH AT BEGINNING OF YEAR                                    | 60,188      | 106,283    
|                                                             |             |            
|CASH AT END OF YEAR                                          | $ 117,136   | $ 60,188   
|                                                             |             |            
|Supplemental Disclosure of
		Cash Flow Information:          |             |            
|Interest Paid                                                | $ 22,731    | $ 5,208    
|Taxes Paid                                                   | -           | 800        
|                                                             |             |            
|Noncash Investing and
		Financing Activities:                |             |            
|Issuance of common shares for
		deferred consulting services | $ 1,470,000 | $ -        
|Issuance of common shares for
		deferred bonuses             | $ 80,000    | $ -        
|Conversion of accrued
		expenses into notes payable          | $ 5,064     | $ -        
|Issuance of common shares for
		reverse merger               | $ 23,174    | $ -        



See notes to
consolidated financial statements



F-5

---



ENTREMETRIX CORPORATION (FKA MISSOURI
RIVER AND GOLD GEM CORP.)



NOTES TO CONSOLIDATED FINANCIAL
	STATEMENTS




NOTE 1 - NATURE OF BUSINESS



EntreMetrix Corporation,
("EntreMetrix") was incorporated in the state of Nevada on July 17, 2002.
EntreMetrix was established to provide human resource management services
including payroll processing, workers compensation and payroll tax filings for
small to medium size business. The service is a Business Process Outsourcing
(BPO).



On February 25, 2004,
EntreMetrix entered into a Stock Purchase Agreement with Missouri River and Gold
Germ Corp ("MRGG"). It is agreed that MRGG will issue to the shareholder of
EntreMetrix 19,752,460 shares of common stock of MRGG in exchange of 100% of the
registered and fully paid up capital of EntreMetrix. The closing date of this
exchange transaction was March 8, 2004.



As a result of the
acquisition, the former shareholder of EntreMetrix holds a majority interest
(80%) in the combined entity ("the Company"). Generally accepted accounting
principles require in certain circumstances that a company whose stockholders
retain the majority voting interest in the combined business to be treated as
the acquirer for financial reporting purposes. Accordingly, the acquisition has
been accounted for as a "reverse acquisition" whereby EntreMetrix is deemed to
have purchased MRGG. However, MRGG remains the legal entity and the Registrant
for Securities and Exchange Commission reporting purposes. The historical
financial statements prior to March 8, 2004 are those of EntreMetrix. All shares
and per share data prior to the acquisition have been restated to reflect the
stock issuance as a recapitalization of EntreMetrix. After acquiring, the
Company changed its name to EntreMetrix Corporation.



NOTE 2 - SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES



Principle of
Consolidation and Presentation: The accompanying consolidated financial
statements include the accounts of EntreMetrix Corporation and its subsidiaries
after elimination of all intercompany accounts and transactions. Certain prior
period balances have been reclassified to conform to the current period
presentation



Use of estimates
The preparation of the accompanying consolidated financial statements in
conformity with accounting principles generally accepted in the United States
requires management to make certain estimates and assumptions that directly
affect the results of reported assets, liabilities, revenue, and expenses.
Actual results may differ from these estimates.



Revenue Recognition
The Company recognizes revenue when service is rendered, providing that
collectibility is reasonably assured. Revenue consists primarily of gross
payroll, payroll taxes, workers compensation, benefits, administrative fees and
delivery fees. Amounts received prior to the payroll service date are classified
as deferred revenue.



F-6

---



ENTREMETRIX CORPORATION (FKA MISSOURI
RIVER AND GOLD GEM CORP.)



NOTES TO CONSOLIDATED FINANCIAL
	STATEMENTS




In accordance with
Emerging Issues Task Force (EITF) Issue No. 99-19 "Reporting Revenue Gross as a
Principal versus Net as an Agent," the Company recognizes all amounts billed to
its BPO as gross revenue because the Company is at risk for the payment of its
direct costs, whether or not the Company's customers pay the Company on a timely
basis or at all, and the Company assumes a significant amount of other risks and
liabilities as a co-employer of its worksite employees, and employer of its
temporary employees, and therefore, is deemed to be a principal in regard to
these services.



Accounts Receivable
Management of the Company considers accounts receivable to be fully collectible,
accordingly, no allowance for doubtful accounts is required. If amounts become
uncollectible, they will be charged to operations when that determination is
made.



Cash Equivalents
For purposes of the statements of cash flows, the Company considers all highly
liquid debt instruments with an original maturity of three months or less to be
cash equivalents.



Fair Value of
Financial Instruments The carrying amounts of the financial instruments have
been estimated by management to approximate fair value.



NOTE 2 - SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (Continued)



Property and
Equipment Property and Equipment are valued at cost. Maintenance and repair
costs are charged to expenses as incurred. Depreciation is computed on the
straight-line method based on the following estimated useful lives of the
assets: 3 to 5 years for computer, software and office equipment, and 5 to 7
years for furniture and fixtures.



Income Taxes:
Income tax expense is based on pretax financial accounting income. Deferred tax
assets and liabilities are recognized for the expected tax consequences of
temporary differences between the tax bases of assets and liabilities and their
reported amounts.



Effective January 1,
2003, the Company has elected to be taxed under the provisions of Subchapter S
of the Internal Revenue Code. Under those provisions, the Company has no federal
income tax liability. Instead, the stockholder is liable for individual income
taxes on the respective share of the Company's taxable income.



The S-corporation
election was terminated upon the reverse merger disclosed in Note 4.



Net Loss Per Share
Basic net loss per share includes no dilution and is computed by dividing net
loss available to common stockholders by the weighted average number of common
stock outstanding for the period. Diluted net loss per share does not differ
from basic net loss per share due to the lack of dilutive items in the Company.



F-7

---



ENTREMETRIX CORPORATION (FKA MISSOURI
RIVER AND GOLD GEM CORP.)



NOTES TO CONSOLIDATED FINANCIAL
	STATEMENTS




New Accounting
Pronouncements: In December 2004, the Financial Accounting Standards Board
(FASB) issued Statement of Financial Accounting Standards (SFAS) No. 153. This
statement addresses the measurement of exchanges of nonmonetary assets. 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 the 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 and replaces it with a general exception for exchanges of
nonmonetary assets that do not have commercial substance. A nonmonetrary
exchange has commercial substance if the future cash flows of the entity are
expected to change significantly as a result of the exchange. This statement is
effective for financial statements for fiscal years beginning after June 15,
2005. Earlier application is permitted for nonmonetary asset exchanges incurred
during fiscal years beginning after the date of this statement is issued.
Management believes the adoption of this statement will have no impact on the
consolidated financial statements of the Company.



In December 2004, the
FASB issued SFAS No. 152, which amends FASB statement No. 66, "Accounting for
Sales of Real Estate," to reference the financial accounting and reporting
guidance for real estate time-sharing transactions that is provided in AICPA
Statement of Position (SOP) 04-2, "Accounting for Real Estate Time-Sharing
Transactions." This statement also amends FASB Statement No. 67, "Accounting for
Costs and Initial Rental Operations of Real Estate Projects," to state that the
guidance for (a) incidental operations and (b) costs incurred to sell real
estate projects does not apply to real estate time-sharing transactions. The
accounting for those operations and costs is subject to the guidance in SOP
04-2. This statement is effective for financial statements for fiscal years
beginning after June 15, 2005. Management believes the adoption of this
statement will have no impact on the consolidated financial statements of the
Company.



In December 2004, the
FASB issued a revision to SFAS No. 123R, "Accounting for Stock Based
Compensations." This statement supersedes APB Opinion No. 25, "Accounting for
Stock Issued to Employees," and its related implementation guidance. This
statement establishes standards for the accounting for transactions in which an
entity exchanges its equity instruments for goods or services. It also addresses
transactions in which an entity incurs liabilities in exchange for goods or
services that are based on the fair value of the entity's equity instruments or
that may be settled by the issuance of those equity instruments. This statement
focuses primarily on accounting for transactions in which an entity obtains
employee services in share-based payment transactions. This statement does not
change the accounting guidance for share based payment transactions with parties
other than employees provided in SFAS No. 123. This statement does not address
the accounting for employee share ownership plans, which are subject to AICPA
Statement of Position 93-6, "Employers' Accounting for Employee Stock Ownership
Plans." The Company has not yet determined the impact to its consolidated
financial statements from the adoption of this statement.



F-8

---



ENTREMETRIX CORPORATION (FKA MISSOURI
RIVER AND GOLD GEM CORP.)



NOTES TO CONSOLIDATED FINANCIAL
	STATEMENTS




In November 2004, the
FASB issued SFAS No. 151, "Inventory Costs - an amendment of ARB No. 43,
Chapter 4." 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 costs, and wasted material (spoilage).
Paragraph 5 of ARB 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. " This statement 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 normal
capacity of the production facilities. This statement is effective for inventory
costs incurred during fiscal years beginning after June 15, 2005. Management
does not believe the adoption of this statement will have any immediate material
impact on the Company.



In May 2003, the FASB
issued SFAS No. 150, "Accounting for Certain Financial Instruments with
Characteristics of Both Liabilities and Equity." This Statement requires that
certain instruments that were previously classified as equity on the Company's
statement of financial position now be classified as liabilities. The Statement
is effective for financial instruments entered into or modified after May 31,
2003, and otherwise is effective at the beginning of the first interim period
beginning after June 15, 2003. The Company currently has no instruments impacted
by the adoption of this statement and therefore the adoption did not have an
effect on the Company's financial position, results of operations or cash flows.



In April 2003, the
FASB issued Statement of SFAS No. 149, "Amendment of Statement 133 on Derivative
Instruments and Hedging Activities," which is generally effective for contracts
entered into or modified after June 30, 2003 and for hedging relationships
designated after June 30, 2003. SFAS No. 149 clarifies under what circumstances
a contract with an initial net investment meets the characteristic of a
derivative as discussed in SFAS No. 133, clarifies when a derivative contains a
financing component, amends the definition of an "underlying" to conform it to
the language used in FASB Interpretation No. 45, "Guarantor Accounting and
Disclosure Requirements for Guarantees, Including Indirect Guarantees of
Indebtedness of Others" and amends certain other existing pronouncements. The
Company does not have any derivative financial instruments. The Company does not
anticipate that the adoption of SFAS No. 149 will have an impact on its
consolidated balance sheets or consolidated statements of operations and cash
flows.



In January 2003, the
FASB issued Interpretation No. 46, Consolidation of Variable Interest Entities,
an interpretation of Accounting Research Bulletin No. 51. Interpretation 46
establishes accounting guidance for consolidation of variable interest entities
that function to support the activities of the primary beneficiary.
Interpretation 46 applies to any business enterprise, both public and private,
that has a controlling interest, contractual relationship or other business
relationship with a variable interest entity. The Company currently has no
contractual relationship or other business relationship with a variable interest
entity and therefore the adoption did not have an effect on its consolidated
financial position or results of operations. However, if the Company enters into
any such arrangement with a variable interest entity in the future, its
financial position or results of operations may be adversely impacted.



F-9

---



ENTREMETRIX CORPORATION (FKA MISSOURI
RIVER AND GOLD GEM CORP.)



NOTES TO CONSOLIDATED FINANCIAL
	STATEMENTS




NOTE 3 - GOING
CONCERN



The Company's
consolidated financial statements have been prepared on a going concern basis,
which contemplates the realization of assets and the settlement of liabilities
and commitments in the normal course of business. In the near term, the Company
expects operating costs to continue to exceed funds generated from operations.
As a result, the Company expects to continue to incur operating losses and may
not have enough money to grow its business in the future. The Company can give
no assurance that it will achieve profitability or be capable of sustaining
profitable operations. As a result, operations in the near future are expected
to continue to use working capital.



Management of the
Company is actively increasing marketing efforts to increase revenues. The
ability of the Company to continue as a going concern is dependent its ability
to meet its financing arrangement and the success of its future operations. The
consolidated financial statements do not include any adjustments that might be
necessary if the Company is unable to continue as a going concern.



NOTE 4 - ACQUISITION



Pursuant to terms of
a Stock Purchase Agreement dated February 25, 2004, the Company purchased all of
the issued and outstanding shares of EntreMetrix in consideration for the
issuance of 19,752,460 shares of the Company's common stock to the shareholder
of EntreMetrix.



The acquisition is a
reverse takeover transaction whereby EntreMetrix is identified as the acquirer
(accounting parent) of EntreMetrix Corporation. The purchase price of
EntreMetrix Corporation is assumed to be equal to its book value and no goodwill
is recorded on the transaction. The amount ascribed to the shares issued to the
shareholder of EntreMetrix represents the net book value of MRGG at date of
closing March 8, 2004.



Details of the net
liabilities acquired at book value at the acquisition dates are as follows:



|Current
		assets    | $ 19,171
|------------------- | --------
|Less:
		Liabilities | -       
|                    | $ 19.171



Supplemental
Information for EntreMetrix Inc. (Formerly known as Missouri River and Gold Gem
Corp):



F-10

---



ENTREMETRIX CORPORATION (FKA MISSOURI
RIVER AND GOLD GEM CORP.)



NOTES TO CONSOLIDATED FINANCIAL
	STATEMENTS




Summary Balance
Sheets



|               | March 8, 2004 | December 31,
		2003
|-------------- | ------------- | -------------------
|Current assets | $ 19,171      | $ 33,316           
|Liabilities    | -             | -                  
|               |               |                    
|Net Assets     | $ 19,171      | $ 33,316           



Stockholders' Equity



|Stockholders' Equity:                                   | March 8, 2004 | December 31,
		2003
|------------------------------------------------------- | ------------- | -------------------
|Preferred stock, $0.001 par
		value; 100,000,000 shares |               |                    
|authorized; none issued and
		outstanding               | $ -           | $ -                
|Common stock, $0.001 par
		value; 300,000,000 shares    |               |                    
|authorized; 4,962,869 shares
		issued and outstanding   | 4,938         | 4,938              
|Additional paid-in capital                              | 638,433       | 634,833            
|Accumulated deficit                                     | (624,200)     | (610,055)          
|                                                        |               |                    
|Total stockholders' equity                              | $ 19,171      | $ 29,716           



Summary Statements of
Operations



|                                      | For the Period
		ended | For the Year
		Ended
|------------------------------------- | ---------------------- | --------------------
|                                      | March 8, 2004          | December 31,
		2003 
|Revenue                               | $ -                    | $ -                 
|General and administrative
		expenses | 14,145                 | 15,259              
|                                      |                        |                     
|Net Loss for the Period               | $ (14,145)             | $ (15,259)          



NOTE 5 - PROPERTY AND
EQUIPMENT



Property and
equipment at December 31, 2004 and 2003 consisted of the following:



|                                  | 2004     | 2003    
|--------------------------------- | -------- | --------
|Computer equipment and
		software | $ 11,433 | $ 49,804
|Office equipment and
		furniture  | 4,333    | 2,713   
|                                  | 15,766   | 52,517  
|Less: Accumulated
		Depreciation  | (5,678)  | (9,662) 
|Total                             | $ 10,088 | $ 42,855



F-11

---



ENTREMETRIX CORPORATION (FKA MISSOURI
RIVER AND GOLD GEM CORP.)



NOTES TO CONSOLIDATED FINANCIAL
	STATEMENTS




NOTE 6 - NOTES
PAYABLE TO RELATED PARTIES



Notes Payable to
related parties at December 31, 2004 and 2003 consists of the following:



|                                                   | 2004      | 2003    
|-------------------------------------------------- | --------- | --------
|1.) Payable to a related
		party, interest accrued |           |         
|at 8%, due on December 31,
		2006                  | $ 84,475  | $ 84,475
|2.) Payable to a related
		party, interest accrued |           |         
|at 20%, due on April 30, 20051                     | 30,000    | 25,000  
|3.) Payable to a related
		party, interest accrued |           |         
|at 16%, due on December 31,
		20052                | 79,431    | 80,522  
|4.) Payable to a related
		party, interest accrued |           |         
|at 6.34%, due on July 1, 20103                     | 75,000    | 0       
|5.) Payable to a related
		party, term is open     | 1,233     | 2,335   
|6.) Payable to a related
		party, term is open     | 3,831     | 0       
|                                                   | 273,970   | 192,332 
|Less: current portion                              | 114,495   | 109,475 
|Notes payable to related
		parties, net            | $ 159,475 | $ 82,857



1The note is
convertible at 70% of the average trading of the three lowest closing bid prices
of the Company's common stock within 30 days prior to conversion. The Company
agreed to grant the creditor a warrant to purchase 400,000 shares of the
Company's common stock at $0.01 per share when the Company becomes public. On
April 1, 2004, the creditor agreed to extend the due date to April 30, 2005 by
increasing the principal to $30,000. The Company also agreed to grant a new
warrant to purchase 400,000 shares of the Company's common stock at $0.24 per
share, expiring on April 1, 2009. As of December 31, 2004, none of these
warrants were granted.



2The note is
convertible at 70% of the average trading of the three lowest closing bid prices
of the Company's common stock within 30 days prior to conversion. The Company
agreed to grant the creditor a warrant to purchase 150,000 shares of the
Company's common stock at $0.01 per share when the Company becomes public. As of
December 31, 2004, no warrants were granted. These warrants are disputed.



3The note was
signed by the former President on 7/16/04 and carries an interest rate at 16%
per annum, which is disputed (see Note 11). The Company continues to accrue
interest at 6.34% (2% above average bank prime rate), at which management
believe can borrow from the bank.



F-12

---

ENTREMETRIX CORPORATION (FKA MISSOURI
RIVER AND GOLD GEM CORP.)



NOTES TO CONSOLIDATED FINANCIAL
	STATEMENTS




NOTE 7 - NET (LOSS) PER SHARE



The following table sets forth the
computation of basic and diluted earnings per share:



|                                         | For years
		ended December 31,
|---------------------------------------- | ------------------------------
|                                         | 2004                          
|Numerator:                               |                               
|Net (loss)                               | $ (309,993)                   
|Denominator:                             |                               
|Weighted Average of Common
		Shares      | 30,406,832                    
|Per share of common stock:               |                               
|Net (loss) per share-basic
		and diluted | $ (0.01)                      



NOTE 8 - INCOME TAXES



Provision of income
tax consists of a minimum state franchise tax of $800 for each of the year ended
December 31, 2004 and 2003.



As of December 31,
2004, the Company has net operating loss carry-forwards, approximately of
$150,000 to reduce future taxable income. To the extent not utilized, the
carry-forwards will begin to expire through 2024 for federal tax purposes and
through 2014 for state tax purposes. The Company's ability to utilize its net
operating loss carry-forwards is uncertain and thus a valuation reserve has been
provided against the Company's net deferred tax assets.



The deferred tax assets as of
December 31, 2004 and 2003 consist of the following:



|                                                        | 2004     | 2003
|------------------------------------------------------- | -------- | ----
|Tax Benefit on net operating
		loss carry-forward       | $ 64,021 | $ - 
|Tax Benefit on contribution
		carry-forward             | 428      |     
|Temporary difference in
		depreciation and amortization | 813      | -   
|Less: valuation allowance                               | (65,262) | -   
|Net deferred tax assets                                 | $ -      | $ - 



NOTE 9 -
STOCKHOLDERS' EQUITY



Deferred Consulting



On April 20, 2004,
the Company and NeoTactix (NTX) entered into a Business Consulting Agreement
pursuant to which NeoTactix agreed to provide certain business consulting
services to the Company as specified in the Agreement, In exchange for such
services, the Company agreed to issue 4,900,000 shares of the Company's common
stock. The Company and NTX agree that the compensation shares issued the Company
to affiliates of NTX shall be cancelled and returned to the Company if, prior to
October 31, 2005, the Company has not achieved certain benchmarks pursuant to
the Agreement.



F-13

---



ENTREMETRIX CORPORATION (FKA MISSOURI
RIVER AND GOLD GEM CORP.)



NOTES TO CONSOLIDATED FINANCIAL
	STATEMENTS




As of December 31,
2004, none of the benchmarks has occurred. The services, valued at $1.47
million, were deferred until the performances commit.



2004 Stock Plan



On September 16,
2004, the Board of Directors approved a 2004 Stock Plan (the Plan) pursuant to
which there shall be 7,000,000 shares of common stock reserved for issuance and
under which the Company may issue incentive stock options (ISO), nonqualified
stock options, stock awards and stock bonuses to officers, directors and
employees. The price of the options granted pursuant to the plan shall not be
less than 85% of the fair market value of the shares on the date of grant. The
options vest immediately and expire after ten years from the date of grant or
after five years if ISO is granted. Prices for options granted to employees who
own greater than 10% or more of the Company's stock is at least 110% of the
market value at date of grant. At December 31, 2004, no stock options or awards
were granted.



Deferred Stock
Bonuses



In September 2004,
the Board of Directors approved the issuance of 2,000,000 unregistered shares of
common stock to each of the four employees and entered into a Restricted Stock
Bonus Agreement with each of these employees. Each Restricted Stock Bonus
Agreement provides for certain vesting conditions, a lock-up agreement, a first
refusal right of the Company with respect to certain proposed transfers, a
drag-along right of the Company in connection with certain corporate
transactions, and a 5-year market stand-off agreement prohibiting transfers for
up to 180 days following the effective date of any registration statement of the
Company. If the employee does not meet the vesting conditions pursuant to the
Agreement by December 31, 2005, then a pro rata portion of the restricted shares
shall be vested based on the formula provided by the Agreement. All restricted
shares that do not vest as of December 31, 2005 shall be automatically rescinded
and cancelled. Each employee may vote the stock received to the extent any
unvested shares are rescinded and cancelled.



As of December 31,
2004, none of the vesting conditions has occurred and no shares were vested. The
compensations, valued at $80,000, were deferred until the restricted shares
vest.



Shares for Debt
Agreement



On November 2, 2004,
the Board of Directors approved the issuance of 6,000,000 unregistered shares of
common stock to each of the officers and directors, and the Company entered into
a Shares for Debt Agreement with each of them on the same date. The
consideration received by the Company consisted of $60,000 in services rendered
or to be rendered by each of the officers during the period from October 1, 2004
through December 31, 2004, and a full release from any other claims for
compensation relating to such period.



F-14

---



ENTREMETRIX CORPORATION (FKA MISSOURI
RIVER AND GOLD GEM CORP.)



NOTES TO CONSOLIDATED FINANCIAL
	STATEMENTS




NOTE 10 - MAJOR
CUSTOMER



During the year ended
December 31, 2004, three major customers accounted for $4,654,940 or 44% of
total revenue.



During the year ended
December 31, 2003, one major customer accounted for $3,764,629 or 55% of total
revenue.



NOTE 11 - LEASE
COMMITMENTS



The Company leases
office facilities on a month-to-month basis for $5,355 per month. Rent expenses
for the years ended December 31, 2004 and December 31, 2003 were $64,174 and
$45,396 respectively.



NOTE 12 - PENDING
LITIGATION



On August 19, 2004, a
civil complaint for breach of contract, declaratory relief, fraud, rescission
and appointment of a receiver was filed against the Company with Superior Court
of the State of California for the County of Orange. The complaint was filed by
the former president of the Company who was terminated by the Board of Directors
on August 3, 2004 for misappropriation of assets. The Board of Directors also
cancelled the shares issued to the former president in connection with the
reverse merger as disclosed in Note 4. The court denied a broad temporary
restraining order, but granted a limited order. Under the limited order, the
Company may not cancel the former president's stocks, issue new stock without
the Court's consent, or incur any expenditure, liability, obligation or issue
any check, draft or other instrument unless such instrument bears the signature
of the former president as wells as an officer or director of the Company. The
limited order has expired; the Company is allowed to issue new stock, incur any
expenditure, liability, obligation or issue any check, draft or other instrument
except to cancel the former president's stocks. The Company filed a counter
claim alleging that the former president had no legal right for 66% of those
shares or 13,036,742 shares which would be used for future acquisitions and
corporate endeavors pursuant to an oral agreement. The Company also alleged the
former president for breach of fiduciary duty and misappropriation of the
Company's assets. The Company believes that the complaint is without merit and
intends to defend the action vigorously.



NOTE 13 - SEGMENT INFORMATION



SFAS No. 131 "Disclosures
about Segments of an Enterprise and RelatedInformation" requires that
enterprises to disclose information about its operating segments when it
presents a complete set of financial statements. Since the Company has only one
segment; accordingly, detailed information of the reportable segment is not
presented.



F-15

---



ENTREMETRIX CORPORATION (FKA MISSOURI
RIVER AND GOLD GEM CORP.)



NOTES TO CONSOLIDATED FINANCIAL
	STATEMENTS




NOTE 14 - TERMINATION
OF BUSINESS COMBINATION



In March 2003, the
Company announced to be acquired by a subsidiary of Kaire Holding, Inc.
("Kaire"), a publicly-held company, for $2,750,000. The acquisition was reversed
and unwound on February 25, 2004.



NOTE 15 - SETTLEMENT
OF ACCOUNTS RECEIVABLE



On March 9, 2004, the
Company entered into an agreement with a client to purchase 4,500,000 shares of
ABED common stock to satisfy a portion of the Accounts Receivable owning by the
Company. The purchase price for the shares shall be the cancellation of a
portion of the retained liabilities in the amount of $30,000. The transaction
was cancelled in the second quarter. The Company did not receive any stocks. The
account of $50,153 was written-off.



NOTE 16 - GUARANTEES



The Company from time
to time enters into certain types of contracts that contingently require the
Company to indemnify parties against third-party claims. These contracts
primarily relate to: (i) divestiture agreements, under which the Company may
provide customary indemnifications to purchasers of the Company's businesses or
assets; and (ii) certain agreements with the Company's officers, directors and
employees, under which the Company may be required to indemnify such persons for
liabilities arising our of their employment relationship.



The terms of such
obligations vary. Generally, a maximum obligation is not explicitly stated.
Because the obligated amounts of these types of agreements often are not
explicitly stated, the overall maximum amount of the obligation cannot be
reasonably estimated. Historically, the Company has not been obligated to make
significant payments for these obligations, and no liabilities have been
recorded for these obligations on its balance sheet as of December 31, 2004.



F-16