UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                  FORM 10-KSB/A
                                  Amendment Two


                QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                     FOR THE PERIOD ENDED NOVEMBER 30, 2004
                        COMMISSION FILE NUMBER 000-33127

                                    ---------

                          AMERICHIP INTERNATIONAL, INC.
               (Exact name of registrant as specified in charter)

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<S>                                <C>                              <C>
            Nevada                            35701                            98-0339467
  (State or jurisdiction of        (Primary Standard Industrial     (I.R.S. Employer Identification
incorporation or organization)      Classification Code Number)                   No.)
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9282 GENERAL DRIVE, SUITE 100, PLYMOUTH, MI                             48170
-------------------------------------------                             -----
(Address of principal executive offices)                              (Zip Code)

Registrant's telephone number, including area code (313) 341-1663

                                 --------------

Copies of all communications, including all communications sent to the agent for
service, should be sent to:

                              Joseph I. Emas, Esq.
                             1224 Washington Avenue
                              Miami Beach, FL 33139

Check whether the issuer (1) has 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 issuer 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 issuer's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. |X|

State issuer's revenues for its most recent fiscal year: $37,964.


State the aggregate market value of the voting stock held by non-affiliates of
the registrant on June 13, 2005, computed by reference to the price at which the
stock was sold on that date: $2,277,889.


APPLICABLE ONLY TO CORPORATE REGISTRANTS


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

      150,691,828 shares of Common Stock, $.001 par value, as of June 14, 2005.


DOCUMENTS INCORPORATED BY REFERENCE

      None

Transitional Small Business Disclosure Format (check one)

      Yes |_| No |X|

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                          AMERICHIP INTERNATIONAL, INC.
                              Report on Form 10KSB
                   For the Fiscal Year Ended November 30, 2004

                                TABLE OF CONTENTS

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                                                                                    PAGE

                                     PART I
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Item 1.       Description of the Business.......................................       1
Item 2.       Description of the Property.......................................      11
Item 3.       Legal Proceedings.................................................      11
Item 4.       Submission of Matters to Vote of Security Holders.................      12

                                     PART II

Item 5.       Market for Common Equity and Related Stockholder Matters..........      13
Item 6.       Management's Discussion and Analysis..............................      14
Item 7.       Financial Statements..............................................      18
Item 8.       Changes in and Disagreements with Accountants on Accounting and
              Financial Disclosure..............................................      18
Item 8A.      Controls and Procedures...........................................      18
Item 8B.      Other Information.................................................      18

                                    PART III

Item 9.       Directors, Executive Officers, Promoters and Control Persons;
              Compliance with Section 16(a) of the Exchange Act.................      19
Item 10.      Executive Compensation............................................      21
Item 11.      Security Ownership of Certain Beneficial Owners and Management....      23
Item 12.      Certain Relationships and Related Transactions....................      24
Item 13.      Exhibits .........................................................      33
Item 14.      Principal Accountant Fees and Services ...........................      33

Signatures......................................................................      35
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                                     PART I

THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 PROVIDES A "SAFE HARBOR"
FOR FORWARD LOOKING STATEMENTS. This Form 10-KSB contains statements that are
not historical facts. These statements are called "forward-looking statements"
within the meaning of Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934. These statements involve important known
and unknown risks, uncertainties and other factors and can be identified by
phrases using "estimate," "anticipate," "believe," "project," "expect,"
"intend," "predict," "potential," "future," "may," "should" and similar
expressions or words. Our future results, performance or achievements may differ
materially from the results, performance or achievements discussed in the
forward-looking statements. There are numerous factors that could cause actual
results to differ materially from the results discussed in forward-looking
statements, including:

o     Changes in existing product liability, tort or warranty laws or the
      introduction of new laws, regulations or policies that could affect our
      business practices: these laws, regulations or policies could impact our
      industry as a whole, or could impact only those portions in which we are
      currently active.

o     Changes in environmental regulations: these regulations could have a
      negative impact on our earnings; for example, laws mandating greater fuel
      efficiency could increase our research and development costs.

o     Changes in economic conditions, including changes in interest rates,
      financial market performance and our industry: these types of changes can
      impact the economy in general, resulting in a downward trend that impacts
      not only our business, but all companies with which we compete; or, the
      changes can impact only those parts of the economy upon which we rely in a
      unique fashion, including, hotels, restaurants and business travel.

o     Changes in relationships with major customers and/or suppliers: an adverse
      change in our relationships with major customers and/or suppliers would
      have a negative impact on our earnings and financial position.

o     Armed conflicts and other military actions: the considerable political and
      economic uncertainties resulting from these events, could adversely affect
      our order intake and sales, particularly in the limousine market.

o     Factors that we have discussed in previous public reports and other
      documents filed with the Securities and Exchange Commission.

This list provides examples of factors that could affect the results described
by forward-looking statements contained in this Form 10-KSB. However, this list
is not intended to be exhaustive; many other factors could impact our business
and it is impossible to predict with any accuracy which factors could result in
which negative impacts. Although we believe that the forward-looking statements
contained in this Form 10-KSB are reasonable, we cannot provide you with any
guarantee that the anticipated results will be achieved. All forward-looking
statements in this Form 10-KSB are expressly qualified in their entirety by the
cautionary statements contained in this section and you are cautioned not to
place undue reliance on the forward-looking statements contained in this Form
10-KSB. In addition to the risks listed above, other risks may arise in the
future, and we disclaim any obligation to update information contained in any
forward-looking statement.

<PAGE>

ITEM 1. DESCRIPTION OF BUSINESS

BUSINESS

GENERAL

The Company

      We were incorporated in the State of Nevada on October 17, 2000 as
Southborrough Technology Corporation. On March 9, 2001 we changed our name to
Southborrough Ventures, Inc. We were in the business of mineral exploration but
initially relied upon the mineral exploration of others and never conducted any
mineral exploration ourselves. We obtained an option to acquire a 100% interest
in a mineral claim located in the Slocan Mining District Province of British
Columbia, Canada. We referred to this mineral claim as the Cedar mineral claim.
This option was exercisable by us completing further cash payments and share
issuances to the option or and by completing minimum required exploration
expenditures on the Cedar mineral claim. We allowed the option on this claim to
expire on or about June 30, 2003.

      Our objective was to conduct mineral exploration activities on the Cedar
mineral claim in order to assess whether the claim possessed commercially
exploitable reserves of silver, lead or zinc. We were unable to identify any
commercially exploitable reserves. Our proposed exploration program was designed
to search for commercially exploitable deposits.

      On February 27, 2003, our board of directors approved the termination of
our exploration activity and the acquisition of the AmeriChip Laser Assisted
Chip Control ("LACC") technology.

      On February 27, 2003 our Board of Directors signed an Agreement and Plan
of Reorganization with AmeriChip Ventures, Inc. ("AVI"), of Detroit, Michigan to
acquire 100% of the outstanding common stock of AVI, in exchange for 60 million
shares of our common stock.

      On March 22, 2003 the terms of the Agreement and Plan of Reorganization
dated February 27, 2003 were consummated pursuant to which we, AVI and AVI
shareholders agreed to effect a reorganization under Section 368 (a) (1) (B) of
the Internal Revenue Code of 1986, as amended. Pursuant to the Agreement and
Plan of Reorganization, we acquired all of the issued and outstanding shares of
AVI's common stock with the result that AVI is now our wholly owned subsidiary
corporation. In exchange, for the shares of AVI, we issued 60 million shares
common stock to David Howard, the former Chairman of our Board of Directors,
Marc Walther, our Chief Executive Officer, and Ed Rutkowski, a member of our
Board of Directors. Each of the foregoing individuals received 20 million shares
of common stock and were the sole shareholders of AVI.


                                       1
<PAGE>

      On January 21, 2003, Ed Rutkowski, transferred his patent, which covers
the technology discussed below, to AVI. In consideration of the transfer of the
patent, we are obligated to pay the following: Messrs Howard, Walther and
Rutkowski, each received US $1 million payable at the rate of $10,000 on or
before the first day of each calendar month beginning September 1, 2003 with
interest accruing on any unpaid balance at the greater of (i) five percent (5%)
and (ii) the prime rate plus 1% as reported in the Wall Street Journal on the
first business day following each July and January 1, of each year until paid in
full. The company may repay any or all of this amount without penalty. Messrs
Howard, Walther and Rutkowski have agreed to a suspension in payments until we
begin generating revenues from operations. The amounts owed to them, however,
will continue to accrue.

On October 16, 2003, we executed a definitive Asset Purchase Agreement with
American Production Machining LLC, a Michigan limited liability company ("APM")
to acquire certain of its assets, pay APM's outstanding balance to Comerica Bank
and, assume $1,900,000 in liabilities owed by APM to Comerica Bank. The
agreement expired on January 24, 2004. We were unable to obtain the necessary
funding to conclude the transaction. Currently, we have secured the financing
resources to pursue this acquisition with our agreement with Cornell Capital. In
August 2004, we tendered a bid to the United States Bankruptcy Court to pursue
our acquisition of APM. APM continues to operate under bankruptcy protection
during this period.

      In December 2003, we changed our name to AmeriChip International Inc. and
we now trade on the Bulletin Board operated by the National Association of
Securities Dealers, Inc. under the symbol (OTC-BB) under the symbol "ACHI".

      Our principal offices are located at 9282 General Drive, Suite 100,
Plymouth, MI 48235 USA.

Summary

      As of September 8, 2004, we have two patents covering the technology
described below. To support these patents, we have ordered and put a deposit on
equipment sufficient to manufacture production and trial orders. The deposit was
in the amount of $50,000 and paid to GSI Lumonics, Inc. The total cost of the
robot and laser is $229,845.

Overview

      Our core patented technology includes the use of lasers to effect a
controlled breaking of the metal chip. Our technology focuses on increasing the
machining efficiencies to effect faster feed rates and less down time. The
process is designed to work with technologies of existing machines and
operations. We expect to continue to develop additional proprietary technology
to enhance the patent and its benefits.


                                       2
<PAGE>

      Our technology, when implemented, will eliminate dangerous ribbon-like
steel chips that tangle around moving tool parts, automation devices and other
components essential to the machine processing of low to medium grade carbon
steels and non-ferrous metal parts. We believe that the result of this process
is a superior product manufactured in a safer working environment, avoiding many
of the health and safety issues associated with traditional metal processing
methodologies, while offering potential cost savings.

      We have completed the design and testing of the patented LACC technology.
We are currently working with automakers and vendors with a view to supplying
processed parts.

Alliances

      The Company has the following alliances:

      Meritage Solutions - a company that delivers integrated systems for
automated production lines. Meritage Solutions has designed production cells
that are lasered between centers.

      GSI Lumonics - A leading provider of laser equipment. GSI Lumonics has
been used as the exclusive supplier of laser equipment to the Company. This is
being done, in part, as a result of GSI's participation and support of the
Company during our research and development stage.

      Creative Automation - A leading integrator of palletized automation and
integration with laser, robots and part quality.

      The Company does not have written agreements with the three named
strategic alliance companies. The Company's arrangement with GSI Lumonics is
that the Company will exclusively purchase lasers and robots from them in
exchange for being able to run trials in their laboratory in their Caton, MI
testing facility. Meritage, Inc. will be utilized if there is a requirement to
process a fully automated system which includes lasers robots and conveyors.
Should an order require palletization, then the Company is committed to giving
Creative Automation Company the right to fill the requirement on a first come,
first serve basis. All of the Company arrangements are sales driven.

Subsidiaries

      On May 5, 2004, the Company created a wholly-owned subsidiary, AmeriChip
Tool and Abrasives, LLC. ("ATA"). The new subsidiary will be responsible for
providing all the tools necessary for metal removal in the machining process.

      On July 19, 2004, ATA secured the right to represent Carboloy, in addition
to Kinik, Superior Abrasive and Val-U-Max. ATA has entered into distribution
agreements/arrangements with: Kinik - Grinding Wheels , Superior Abrasive -


                                       3
<PAGE>

abrasive products, Valu-U-Max,(Special cutting tools) - ACE Drill Corporation,
(High Speed Drills) Sidley Diamond Tool Company, ( Diamond Drills ) Bates
Abrasives, Inc. (Abrasive products) The Desmond-Stephan Mfg. Co., Production
Tool Supply, (Dressers and Cutters) Michigan Drill Corporation, (Drills)
Carboloy, (Carbide Tools) Oil Screen-Reven, (filters) Keo Cutters, (Drills)
Morse Cutting Tools (Cutting Tools), Marxman Tools (Cutting Tools) Gemtex
(Abrasive products) Indasa (Coated Abrasives) Howell Tool Service (Tooling and
Abrasives) Felton Brush ( Brushes) and Mitutoyo Gauges (Gauges) Magafor
Precision (Drills), Sandusky CO. (Abrasives), Cumi (Grinding Wheels), and Kinik
(Grinding Wheels). These relationships give the Company the right to make sales
calls and or sell the products of these companies directly to ATA's customer
base. The right to represent is defined by "being appointed to act as a
distributor on behalf of a specific company and given the right to represent
their product line on behalf of the subject company." The products are sold to
ATA, which acts as a distributor, at a discount from market price. ATA then
sells the product at the market price. The companies provide the Company with
all their marketing tools, samples and other selling material, which assists the
Company in selling their product line. The Company is also able to offer their
products via our on-line marketing section of the Company's website at
www.americhipta.com The Company derives the Company's income from selling the
various companies products to their customers. The primary motivation for having
distributors is to eliminate the need for a sales staff. All of the companies,
with which ATA has chosen to become associated, make products that are in the
metal removal industry, which is consistent with our business model.

      On August 3, 2004, ATA announced its purchase of the Nasco Brand name of
abrasive products. This line of abrasive products has been sold throughout the
United States and Canada for many years. The Company believes that the
acquisition of this brand and its inventory will allow its subsidiary, AmeriChip
Tool and Abrasives, to immediately generate sales by offering a wider breadth of
products for all its current and future customers who require abrasive products
in their manufacturing processes. Abrasives are typically used in the process
after machining. The purchase of this brand name is consistent with the
implementation of the Company's business model.

The Process

      Traditional methods of handling the residue of machining metal parts has
necessitated the manufacture of specially designed chip control inserts and or
the use of coolants to assist in the separation and flushing of contaminated
metal chips, a problem that has plagued the metal parts manufacturing industry
for more than 60 years. The problem, however, has become even more prevalent
with the development of highly automated machine tools during the last two
decades. Automated machinery was developed to satisfy the demand for the
increased production of machined metal components by the automotive sector as
well as other industries. Certain operations resulted in such serious chip
control problems that some companies were unable to effectively capitalize on
the benefits of automation.


                                       4
<PAGE>

      The metal machining industry seeks to increase production and automate the
machining process. The automotive industry has been particularly hard pressed to
effect lower costs both within its own internal operations as well as components
manufactured on its behalf by outside suppliers who must remain competitive.
Preventing the forfeiting of contracts to foreign parts providers where labor
and other costs are considered lower than in the United States is of key
importance. Stringy metal chips wrap around automatic gauging and interfere with
robotics to cause an interruption or discontinuance of the automation to manual
operations. The AmeriChip LACC process allows this problem to be eliminated.

      Currently coolant is deployed to flush the long stringy chips out of the
machine components and remove them from the machine base itself. If the base
becomes clogged it can cause many hours of non-productive down time and added
costs while the machinery is cleaned. Coolant represents a major component of
the entire manufacturing processes, representing as much as 15% of the total
machining production cost. Coolant also has to be disposed of in accordance with
environmental regulations, adding even more cost. Additional, coolant fumes may
pose potentially serious health risks and the cause of long term problems when
inhaled. The International Union, United Automobile, Aerospace and Agricultural
Implement Workers of America ("UAW") has established standards for coolant
exposure in the five (5ml) per cubic meter and has requested that even stricter
regulations be adopted at ten times more stringent. The multiple cost factor
associated with the use of coolant as well as related health and environmental
factors represent a challenge for metal machining manufacturing companies to
significantly reduce the consumption of coolant or to eliminate its use
altogether. By eliminating the use of coolant, incidence of workman's
compensation claims will be dramatically reduced. Additionally, the ribbons of
metal chips that remain following the machining of metal components without the
contamination of bacteria laden coolant will provide an additional revenue
source for the company as the "chips" can be salvaged and recycled.

      We have targeted the automotive sector initially, but our process can be
applied to any industry where the machining of metal is a major process of
manufacturing of component parts. This includes, but is not limited to oil
production and refining, off-road construction, farm implements, aerospace and
defense contractors.

      Although our main goal is to acquire automotive parts manufacturers such
as APM, we could apply our process to auto parts such as axle shafts, axle
tubes, spindles, and connecting rods, in our own facility.

      In this scenario, the customer would deliver raw goods (un-machined auto
parts) to our facility where we would apply the LACC process and the customer
would retrieve the "treated" part for machining at their location. Such a plan
would require the purchase of several specialized lasers and robotics and the
leasing of approximately 40,000 sq ft. This would allow for space three (3)
separate lasers and a holding area of approximately 10,000 sq ft for the raw
goods/treated parts.


                                       5
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      Our customers are expected to find a variety of compelling benefits. We
believe that many of these benefits result in operational efficiencies and
significant cost savings in the overall machining of metal parts. We believe
that the benefits of using our process would include the following:

* Less Machine Down-Time

      1. Chip Clearing by operators of tools and parts
      2. Reduced tool breakage resulting from wrapping of chips, re-cutting of
      chips
      3. Eliminate down time required for chip pullers to clear machines and
      under floor conveyers of clogged chip bundles
      4. Increased machine efficiency by eliminating chip bundles from tangling
      around tool slides, posts, holders and interfering with adjacent moving
      parts, such as robotics, automation, chucking and in-line process gauging
      5. Predictable tool change management program linked to consistency in
      tool life
      6. Reduced incidents of on-the-job injury from exposure to sharp, long
      continuous stringy chips, which requires medical down time. Jobs are
      handled more quickly and efficiently leading to less frustration and
      constant worry about dealing with dangerous chips.

* Reduced Costs

      1. Increased throughput as a result of less downtime
      2. Reduction of direct labor - chip pullers are no longer required
      3. Elimination of maintenance and outside special services to clean and
      repair chip evacuation systems, thus increasing productivity through
      reduced machine down time
      4. Reduction of overtime because of increased through-put per machine
      5. Reduced use of Hi-Lo driver's time to removed containers filled quickly
      because of the chip bundles. Few containers are necessary due to chip
      compaction.
      6. Improved tool life due to less breakage because of chip bundles
      7. Less machine maintenance required
      8. Reduced scrap
      9. Elimination of coolant. The LACC process does not require the use of
      coolant whatsoever. The working environment is therefore less toxic,
      cleaner and safer.
      10. Reduction in coolant filter cost
      11. Reduction in coolant disposal cost
      12. Reduced costs of gloves and aprons as fewer are needed
      13. Better railcar utilization due to chip compaction
      14. Lower insurance rates as a result in the reduction of injuries related
      to the handling of long, sharp, stringy chips, cleaner and safer work
      area, which is less toxic
      15. Uncontaminated chips can now be sold for profit as compared to the
      cost of removal of contaminated chips.


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* Tooling and Process Efficiencies -

      1. Elimination of the need for light/semi finish and finish depths of cuts
      in low to medium carbon materials and non-ferrous metals
      2. Reduced welding and packing of chips, which reduces the wear and tear
      on cutting tools
      3. Improved chip disposal and handling costs through better management of
      chip lengths
      4. Reduced capital equipment expenditures since high-pressure coolant
      systems are no longer necessary
      5. The need for specially designed chip control inserts and the use of
      coolants to manage the "chip" are no longer required with the LACC
      process.

      The Company believes that as a result of implementing our LACC process on
certain automobile parts prior to machining that we well be able to pass on many
benefits that will result in operational efficiencies and significant cost
savings in the overall machining of metal parts.

      With the lasering of parts prior to machining our process reduces machine
down time which is traditionally caused because chips have to be cleared by the
operators away from tools and parts and the replacement of tools which have been
broken as a result of the wrapping of chips around them. Down time is also
created when time is taken by chip pullers to clear machines and under floor
conveyers of clogged chip bundles. Since we can eliminate chip bundles from
tangling around tool slides, posts, holders and interfering with adjacent moving
parts, such as robotics, automation, chucking and in-line process gauging we
increase machine efficiencies. Tools are not damaged from chips and there we can
offer predictable tool change management program linked to consistency in tool
life. We believe that there will be reduced incidents of on-the-job injury from
exposure to sharp, long continuous stringy chips keeping workers working instead
of seeking medical treatment. With a continuous job run, projects will be
handled more quickly and efficiently leading to less frustration and constant
worry about dealing with dangerous chips.

      With the implementation of the LACC prior to machining metal parts our
client will enjoy reduced costs due to increased throughput as a result of less
downtime and the reduction of direct labor since chip pullers will no longer be
required. Our process eliminates the need for maintenance and outside special
services to clean and repair chip evacuation systems, thus increasing
productivity through reduced machine down time. The LACC process provides for
increased through-put for each machine and therefore more work can be
accomplished per shift, allowing for the reduction of overtime costs required to
ensure that jobs are completed on schedule. With no chip bundles being produced,
a client would no longer need to use a Hi-Lo driver's time to removed containers
filled with chip bundles. In addition, fewer containers are necessary due to
chip compaction adding to reduced costs. Other benefits included improved tool
life due to less breakage because of chip bundles, less machine maintenance,
reduced scrap and the scrap that remains can be recycled and sold for cash.
Uncontaminated chips can now be sold for profit as compared to the cost of
removal of contaminated chips.


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<PAGE>

      The LACC process does not require the use of coolant whatsoever and
therefore the working environment is therefore less toxic, cleaner and safer.
The benefits to the client include a reduction in coolant filter cost, reduction
in coolant disposal cost, reduced costs of gloves and aprons as fewer are needed
and better railcar utilization due to chip compaction. The reduction of injuries
related to the handling of long, sharp, stringy chips in a cleaner and safer
work area, in which there are fewer toxins can lead to reduced insurance costs
for the client.

      One of the key benefits to applying the LACC process prior to machining is
that it results in tooling and process efficiencies .This is accomplished due to
the elimination of the need for light/semi finish and finish depths of cuts in
low to medium carbon materials and non-ferrous metals. In addition, the welding
and packing of chips is reduced which normally affects the wear and tear on
cutting tools, shortening their life span. Improved chip disposal and handling
costs through better management of chip lengths makes the machining process run
much more smoothly. Since high-pressure coolant systems are no longer necessary,
the client will enjoy reduced capital equipment expenditures. The need for
specially designed chip control inserts and the use of coolants to manage the
"chip" are no longer required with the LACC process.

KSI Machine & Engineering Inc.


      On September 14, 2004, the Company executed a letter of intent with KSI
Machine and Engineering, Inc. (hereinafter "KSI") to acquire all of KSI's
outstanding stock. KSI is a manufacturer of automotive die and mold castings
which use horizontal spindle 5 axis computer numerical controlled machines.
During the year ended November 30, the Company paid a deposit of $50,000 for
this agreement. On December 7, 2004 the Company paid an additional $100,000 and
signed a stock purchase agreement with KSI, the closing of such transaction
being subject to a number of factors as described below. As of the report date
of these financial statements, this acquisition has not been completed. The
Company intends to complete this transaction.

      The completion of the transaction is subject to a number of factors,
including but not limited to, the satisfactory completion of due diligence, the
negotiation and execution of definitive agreements, and other customary closing
conditions. There can be no assurance that the purchase will be consummated. The
material terms of the agreement are as follows: The stock purchase will be for
an aggregate consideration of $3.2 million in the form of a promissory note. The
promissory note for Jim Kotsonis will be paid from net profits at 1-1/2 over
prime. The payments will start until 60 days after closing. A $200K down payment
will be paid at closing leaving a balance on the not of $3M. $150K has been
deposited already. Jim Kotsonis will take a position behind SNK Machine USA.



                                       8
<PAGE>


The Company agreed under a separate agreement with Mr. Jim Kotsonis, owner of
KSI to issue 500,000 restricted shares of the Company's common stock for
consulting services to be rendered over the next 18 months. The transaction
which is anticipated in the acquisition of KSI will have the assets revalued
based upon fair market values. Any value in excess to the fair market value of
fixed assets will be allocated to intangibles if they exist and are not
impaired. Any portion of these payments which are compensation will be expensed
at the appropriate period.


Osborn International

      On December 2, 2004, we issued a press release to announce the appointment
of AmeriChip International as a distributor for Osborn International, the
world's largest industrial brush maker and a manufacturer of tools for surface
finishes.

AmeriChip International Holdings, LLC

      On September 10, 2004, we established AmeriChip International Holdings,
LLC, as a wholly owned subsidiary of AmeriChip International, Inc. This entity
was created in order to acquire American Production and Machining, LLC, an
unrelated entity, out of bankruptcy. This transaction has not occurred as of the
date of this report. Accordingly, AmeriChip International Holdings, LLC is at
present a non-operating entity.

RM Communications

      In October 2003, we executed a six-month agreement with RM Communications
(hereinafter "RMC"), to provide services and website development for AmeriChip.
RMC is entitled to receive $2,000 per month for six months, 100,000 shares of
common stock upon signing the agreement, 100,000 shares of common stock upon
completion of services, and 300,000 three-year warrants, which will expire in
January 22, 2007. The warrants are exercisable per the following terms: 100,000
warrants at $0.30, 100,000 warrants at $0.40, and 100,000 warrants at $0.50. We
will also pay additional costs incurred by RMC in performance of the contract.

      In April 2004, we executed a continuation of the aforementioned agreement
for an additional year. RMC is entitled to receive $3,500 per month, 200,000
shares of common stock upon signing the agreement, and 3-year warrants
exercisable at $0.25, payable in increments of 150,000 to be issued at the
beginning of each quarter. During the year ended November 30, 2004, 100,000
shares of common stock, 300,000 warrants, and $9,000 in cash were paid to RMC.


                                       9
<PAGE>

Current Products and Services

      Our patented laser assisted chip control process is readily applicable to
any metal component that requires precision finishing. We believe that our
process will provide significant value to our customers by decreasing the costs
and increasing the efficiency of their operations. We are targeting our service
to businesses in the following markets:

      *Automobiles
      *Oil Production and Refining
      *Aerospace
      *Off-Road Construction
      *Farm Implements Manufacturing
      *Defense Contractors

Sales & Marketing

      We intend to transition from being a company focusing almost solely on
product development and testing, to focusing on sales and marketing. We expect
to sell a service and a product. The service will be the manufacturing of a
finished product using equipment with the LACC technology. We further anticipate
that customers will purchase equipment using LACC technology from one of our
strategic alliances and also pay AmeriChip a royalty for use of the LACC
technology. Initially we will focus on customers in the automobile industry.

      Management has identified what is believed to be large markets that remain
underserved but would be logical, potentially strong candidates given an
appropriate product and service offering at the right price. Just for automotive
products, management has identified particular market segments that would be
likely to benefit from our LACC technology: axle shafts, axle tubes, torque
converters, spindles, pinions, input/output shafts, side gears and connecting
rods.

Insurance

      We do not maintain any insurance but are securing quotes from various
insurance underwriters to select the best plan for the Company. Because we do
not have any insurance, if we are made a party of a products liability action,
we may not have sufficient funds to defend the litigation. If that occurs a
judgment could be rendered against us which could cause us to cease operations.

Government Regulations

      In addition to regulations applicable to businesses in general, our plant
operations will be subject to other regulations that are common in industrial
manufacturing.


                                       10
<PAGE>

Competition

      We compete with other parts machining companies. We have not generated any
revenues from our operations and are a minuscule participant in the parts
manufacturing business.

Intellectual Property

      We rely on our patents to protect our technology. We also have unpatented
proprietary technology. We rely on nondisclosure and other contractual
provisions to protect our proprietary technology. Currently, we have two patents
granted and we intend to file other patent applications for enhancements to the
existing patents. As part of our confidentiality procedures, we generally enter
into nondisclosure agreements with our employees, consultants, distributors and
partners and limit the dissemination and access to our technical documentation
and other proprietary information. There is no assurance our patents will
provide us with adequate protection. If a third party infringes on our patents,
we do not have adequate funds available for protracted litigation and
consequently may not be able to enforce our rights under applicable patent laws.

As of September 8, 2004, we had filed a total of two patent applications with
the U.S. Patent and Trademark Office (PTO) covering our technology, both of
which have been approved. The approved patents are as follows:

      1.    "UNITED STATES PATENT RUTKOWSKI" with PTO Patent Number 5,200,593,
            issued April 6, 1993.
      2.    "UNITED STATES PATENT RUTKOWSKI" with PTO Patent Number 5,384,446,
            issued January 24, 1995.

Employees

      As of November 30, 2004, we employ three full-time employees and two
full-time consultants. We have no collective bargaining agreements with our
employees.

ITEM 2. DESCRIPTION OF PROPERTIES

Our principal executive offices are located at 9282 General Drive, Plymouth,
Michigan. We share space with our wholly-owned subsidiary, AmeriChip Tool and
Abrasives, LLC, and do not pay any rent.

We have also established a Canadian wholly-owned subsidiary, AmeriChip Canada
Inc., located in Newmarket, Ontario, in order to facilitate the transaction of
business with Canadian suppliers and customers.

ITEM 3. LEGAL PROCEEDINGS

There are no material legal proceedings against the Company at this time.


                                       11
<PAGE>

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

None.


                                       12
<PAGE>

                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

      Market Information

      The Company's Common Stock is quoted on the NASD's OTC Bulletin Board
electronic system under the ticker symbol ACHI.

      The following table sets forth the average high and low bid prices for the
common stock for each calendar quarter since January 10, 2003, as reported by
the National Quotation Bureau, and represent interdealer quotations, without
retail markup, markdown or commission and may not be reflective of actual
transactions. Our shares began trading on January 10, 2003.


                                                          Bid Price Per Share
                                                        ------------------------
                                                        High                Low
                                                        -----              -----
2003
Quarter ended
February 28, 2003                                       $3.45              $2.75
May 31, 2003                                            $2.15              $1.60
August 31, 2003                                         $2.00              $0.14
November 30, 2003                                       $0.47              $0.07
2004
February 29, 2004                                       $0.19              $0.12
May 31, 2004                                            $0.17              $0.05
August 31, 2004                                         $0.11              $0.04
November 30, 2004                                       $0.03              $0.03
2005
Quarter ended
February 28, 2005                                       $0.06              $0.05
May 31, 2005                                            $0.04              $0.03


----------

As of November 30, 2004, we believe there were approximately 48 holders of
record of our common stock.

We have not paid dividends in the past on any class of stock. Management and the
Board of Directors do not anticipate the payment of cash dividends within the
foreseeable future.


                                       13
<PAGE>

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

The following discussion should be read in conjunction with our unaudited
consolidated interim financial statements and related notes thereto included in
this quarterly report and in our audited consolidated financial statements and
Management's Discussion and Analysis of Financial Condition and Results of
Operations ("MD&A") contained in our Form 10-KSB for the year ended November 30,
2004. Certain statements in the following MD&A are forward looking statements.
Words such as "expects", "anticipates", "estimates" and similar expressions are
intended to identify forward looking statements. Such statements are subject to
risks and uncertainties that could cause actual results to differ materially
from those projected. See "Special Note Regarding Forward Looking Information"
below.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements in this Report and in the Company's periodic filings with
the Securities and Exchange Commission constitute forward-looking statements.
These statements involve known and unknown risks, significant uncertainties and
other factors what may cause actual results, levels of activity, performance or
achievements to be materially different from any future results, levels of
activity, performance or achievements expressed or implied by such forward-
looking statements. In some cases, you can identify forward-looking statements
by terminology such as "may," "should," "could," "intends," "expects," "plans,"
"anticipates," "believes," "estimates," "predicts," "potential" or "continue" or
the negative of such terms or other comparable terminology.

The forward-looking statements herein are based on current expectations that
involve a number of risks and uncertainties. Such forward-looking statements are
based on assumptions that the Company will obtain or have access to adequate
financing for each successive phase of its growth, that there will be no
material adverse competitive or technological change in condition of the
Company's business, that the Company's President and other significant employees
will remain employed as such by the Company, and that there will be no material
adverse change in the Company's operations, business or governmental regulation
affecting the Company. The foregoing assumptions are based on judgments with
respect to, among other things, further economic, competitive and market
conditions, and future business decisions, all of which are difficult or
impossible to predict accurately and many of which are beyond the Company's
control.

Although management believes that the expectations reflected in the
forward-looking statements are reasonable, management cannot guarantee future
results, levels of activity, performance or achievements. Moreover, neither
management nor any other persons assumes responsibility for the accuracy and
completeness of such statements.


                                       14
<PAGE>

CRITICAL ACCOUNTING POLICIES

Management's discussion and analysis of our financial condition and results of
operations are based on our consolidated financial statements, which have been
prepared in accordance with accounting principles generally accepted in the
United States. The preparation of these consolidated financial statements
requires management to make estimates and judgments that affect the reported
amounts of assets, liabilities, revenues and expenses, and related disclosure of
contingent assets and liabilities. Our critical accounting policies are
described in Note 2 of the Company's Consolidated Financial Statements. This
summary of critical accounting policies of the Company is presented to assist in
understanding the Company's financial statements. All accounting estimates are
at risk to change because of internal and external factors, and when adjustments
are adopted. Most of our estimates are based upon historically known data and
have remained stable over time. Certain estimates are subject to market place
conditions, and are discussed below.

On an ongoing basis, management evaluates its estimates, including those related
to impairment of long-lived assets, including finite lived intangible assets,
accrued liabilities and certain expenses. We base our estimates on historical
experience and on various other assumptions that we believe 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 materially from
these estimates under different assumptions or conditions.

We believe the following critical accounting estimates and policies, among
others, involve the more significant judgments and estimates used in the
preparation of our financial statements as of this time. These assessments may
change as the Company completes its acquisitions.

Accounting for Convertible Notes and Securities with Beneficial Conversion
Features

Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation, " defines a fair value-based method of accounting for stock
options and other equity instruments. The Company has adopted this method, which
measures compensation costs based on the estimated fair value of the award and
recognizes that cost over the service period.

In accordance with SFAS No. 123, the Company utilizes the Black Scholes fair
value model to value all options and warrant grants. Upon exercise of options
warrants, all common stock shares issued thereunder will have the same rights
and privileges as other common stock outstanding.

Following guidance by EITF 00-27 the Company allocates proceeds received from
convertible notes and/or securities first to warrants granted to the note
holders. The value of the warrants and the beneficial conversion feature are
recorded on the balance sheet as a debt discount and as an increase to
shareholders equity. The discounts are amortized over the life of the loans.

In accordance with EITF 98-5 and 00-27, the amount of beneficial conversion is
determined at the commitment date of each debt instrument as the difference
between the stated conversion price within the instrument and the fair market
value at the date of the draw-down on the debt instrument.

Inventories

Inventories are stated at the lower of cost to purchase and/or manufacture the
inventory or the current estimated market value of the inventory. We regularly
review our inventory quantities on hand and record a provision for excess and
obsolete inventory based primarily on our estimated forecast of product demand
and/or our ability to sell the products and production requirements. Demand for
the our products can fluctuate significantly. Factors which could affect demand
for our products include unanticipated changes in consumer preferences, general
market conditions or other factors, which may result in cancellations of advance
orders or a reduction in the rate of reorders placed by customers and/or
continued weakening of economic conditions. Additionally, our estimates of
future product demand may be inaccurate, which could result in an understated or
overstated provision required for excess and obsolete inventory. Our estimates
are based upon our understanding of historical relationships which can change at
anytime.


                                       15
<PAGE>

Revenue and Product Sales

The Company recognizes revenue from product sales when the products are shipped
and title passes to customers. The Company has not provided an allowance for
sales returns because the revenues are new and there is no historical experience
on which to base an estimate. This assessment may change as the Company develops
the appropriate history of transactions in its operating companies and a
provision for sales returns will be established. Returns of a product, if
permitted by the manufacturer, are charged a 15% restock fee. Specialized
machined products created to the customer's blueprint specifications are also
being produced. These product costs are market driven and the Company warrants
the finished product to the extent they meet the specifications.

During the year ended November 30, 2004, the Company, through its business plan
expanded its focus to include certain agency relationships for multiple vendors.
As such, its policy for revenue recognition has been revised to recognize its
status as an agent for these vendors. As an agent, the Company recognizes its
commissions when earned. Commissions are earned by the Company when an order has
been placed, delivery taken, and title has passed to the customer.

OVERVIEW

Our technology, when implemented, will eliminate dangerous ribbon-like steel
chips that tangle around moving tool parts, automation devices and other
components essential to the machine processing of low to medium grade carbon
steels and non-ferrous metal parts. The result of this process is a superior
product manufactured in a safer working environment, avoiding many of the health
and safety issues associated with traditional metal processing methodologies,
while offering potential cost savings.

We have completed the design and testing of our patented laser assisted chip
control technology. We are currently working with automakers and vendors with a
view to supplying processed parts.

RECENT EVENTS


In August 2004, the Company's wholly owned subsidiary, AmeriChip Tool and
Abrasives, LLC, agreed to purchase certain assets and inventory valued at
$250,000. The Company signed a promissory note providing for a monthly payment
of $729.17 representing interest only for the first six months. Thereafter, the
Company has committed to paying $2417.00 per month; such payments include
interest on the unpaid portion. The Company has 10 years to redeem the Note.

In addition, Richard Zyla received 125,000 shares of the Company's common stock
for signing a non-compete agreement. The Company also issued 25,000 shares of
its common stock to Mr. Thomas Howard in exchange for signing a non-compete
agreement. The fair market value was recorded at .06 per share which was the
common stock trading price during the respective periods. Mr. Thomas Howard, has
no material relationship to the Company but is Mr. Walther's cousin and a
founder of Americhip, Inc. Mr. Richard Zyla is Vice President of Engineering for
AmeriChip International Inc. and for AmeriChip Tool and Abrasives, LLC, a wholly
owned subsidiary of the Company. He works with the Comapny on select customer
projects and assists with engineering and application for abrasives.



                                       16
<PAGE>

On April 23, 2003, the Company executed a letter of intent with American
Production Machining, LLC (hereinafter "APM") to acquire certain assets of APM
subject to the execution of a definitive agreement. APM is manufacturer of
automotive, truck and aircraft parts. They use computer numerical controlled
machines and state of the art inspection equipment. On October 16, 2003, the
Company executed a definitive Asset Purchase Agreement which required the
payment of cash and the assumption of $1,900,000 in liabilities owed by APM to
Comerica Bank. The original closing date for this transaction was November 15,
2003. We were, at the time, unable to obtain the necessary funding to conclude
the transaction. Currently, the Company has secured the financing resources to
pursue this acquisition with its agreement with Cornell Capital. In August 2004,
the Company tendered a bid to the United States Bankruptcy Court to pursue its
acquisition of APM. APM continues to operate under bankruptcy protection during
this period.


On September 14, 2004, the Company executed a letter of intent with KSI Machine
and Engineering, Inc. (hereinafter "KSI") to acquire all of KSI's outstanding
stock. KSI is a manufacturer of automotive die and mold castings which use
horizontal spindle 5 axis computer numerical controlled machines. During the
year ended November 30, the Company paid a deposit of $50,000 for this
agreement. On December 7, 2004 the Company paid an additional $100,000 and
signed a purchase agreement with KSI the closing of such transaction being
subject to a number of factors as described below. As of the report date of
these financial statements, this acquisition has not been completed. The Company
intends to complete this transaction.


The completion of the transaction is subject to a number of factors, including
but not limited to, the satisfactory completion of due diligence, the
negotiation and execution of definitive agreements, and other customary closing
conditions. There can be no assurance that the purchase will be consummated. The
material terms of the agreement are as follows: The stock purchase will be for
an aggregate consideration of $3.2 million. The Company agreed under a separate
agreement with Mr. Jim Kotsonis, owner of KSI to issue 500,000 restricted shares
of the Company's common stock for consulting services to be rendered over the
next 18 months.

In November 2003, the Company executed a six-month agreement with CEOcast, Inc.
(hereinafter "CEOcast") to provide consulting services for AmeriChip. CEOcast is
entitled to receive $10,000 upon signing the agreement, 300,000 shares of common
stock, and $10,000 per month for six months commencing on December 2003. During
the year ended November 30, 2004, 100,000 shares of common stock were issued and
CEOcast agreed to cancel the agreement with no penalties and also to agree to
cancel the amounts owed to CEOcast by the Company. In July 2004, the Company
signed a new agreement with CEOcast whereby the Company paid a retainer of
$5,000 and issued 2,000,000 shares of common stock. The Company also agreed to
pay $5,000 per month commencing in August 2004. During the year ended November
30, 2004, the Company paid $17,000 to CEOcast under the terms of the agreement.


                                       17
<PAGE>


CEOcast Inc. distributes the Company's press releases to its proprietary
database of investors, provides leads to the Company from interested potential
investors, posts a profile of the key products and services on CEOcast home page
as well as all company press releases, coverage of Company updates where
appropriate and introduction to potential financing sources.


In October 2003, the Company executed a six-month agreement with RM
Communications (hereinafter "RMC"), to provide services and website development
for AmeriChip. RMC is entitled to receive $2,000 per month for six months,
100,000 shares of common stock upon signing the agreement, 100,000 shares of
common stock upon completion of services, and 300,000 three-year warrants, which
will expire in January 22, 2007. The warrants are exercisable per the following
terms: 100,000 warrants at $0.30, 100,000 warrants at $0.40, and 100,000
warrants at $0.50. The Company will also pay additional costs incurred by RMC in
performance of the contract. In April 2004, the Company executed a continuation
of the aforementioned agreement for an additional year. RMC is entitled to
receive $3,500 per month, 200,000 shares of common stock upon signing the
agreement, and 3-year warrants exercisable at $0.25, payable in increments of
150,000 to be issued at the beginning of each quarter. During the year ended
November 30, 2004, 100,000 shares of common stock, 300,000 warrants, and $9,000
in cash were paid to RMC.


RM Communications, in addition to building and maintaining websites for both
AmeriChip International and AmeriChip Tool and Abrasives, created our email
infrastructure which it maintains, developed our corporate logo and branding. RM
Communications will create and implement all marketing materials/programs once
we have acquired KSI. The Company posts all news releases to the website,
recommends and or consults on any required communications equipment, materials
for investors, corporate speaking, tradeshows and B2B opportunities. The
creation of e-flyers targeted to specific industries. Background structure
integration of acquisition websites to link into existing AmeriChip website,
ensure ownership of URL's and centralize hosting/posting and email activities.


RESULTS OF OPERATIONS

REVENUE AND EXPENSES


Revenues


We have only generated $37,964 in revenue from our operations during the last
two years all of which occurred in the latter half of our most recently
completed fiscal year. We recognize revenue in accordance with Securities and
Exchange Commission Staff Accounting Bulletin No. 101 ("SAB 101"), "Revenue
Recognition in Financial Statements." Revenue is recognized only when the price
is fixed or determinable, persuasive evidence of an arrangement exists, the
service is performed and collectibility is reasonably assured.


                                       18
<PAGE>


Operating Expenses

Administrative Services. Administrative Services increased from $0.00 for the
year ended November 30, 2003 to $269,980 for the year ended November 30, 2004,
an increase of $269,980. This increase was a result of the Company commencing
operations.

Legal and Accounting. Legal and Accounting costs increased from $0.00 for the
year ended November 30, 2003 to $263,452 for the year ended November 30, 2004,
an increase of $263,452. This increase was a result of the Company engaging
professional for the legal and accounting requirements for a reporting company
and for the legal services required for the transaction with Cornell.

Consulting Services. Consulting Services increased from $1,283,667 for the year
ended November 30, 2003 to $2,088,915 for the year ended November 30, 2004, an
increase of $805,248. This increase was a result of the Company engaging
professionals to assist in marketing, website (excluding the initial planning
and development), and advisory services.

License Expense. License Expense increased from $300,000 for the year ended
November 30, 2003 to $360,000 for the year ended November 30, 2004, an increase
of $60,000. This expense reflects the monthly expenses arising from a cancelable
licensing agreement for patented technology.

Website Services and Office Expenses. Website services decreased from $90,000
for the year ended November 30, 2003 to none for the year ended November 30,
2004 as our website was planned and developed and no additional costs were
associated with this service. Office Expenses decreased from $72,696 for the
year ended November 30, 2003 to $29,412 for the year ended November 30, 2004 as
we decreased our general administrative expenses.

Total Operating expenses, which include administrative expenses, legal and
accounting expenses, consulting expenses and license expenses increased from
$1,800,889 for the year ended November 30, 2003 to $3,019,832 for the year ended
November 30, 2004, an increase of $1,218,943, primarily resulting from the
increase in expenses described above. With the establishment of the wholly owned
subsidiary, the Company established a payroll for four (4) employees that have
been jointly responsible for the revenues generated in the normal course of
business. There are six (6) persons who incur normal business expenses for the
furtherance of the business model including travel, accommodation and
entertainment expenses. Legal and accounting expenses have increased in the
normal course of filing regular 10K-SB's and 10Q's and all the requisite filings
with the SEC. As a result of comment letters and review letters from the SEC
with respect to our financial reporting and financial arrangements with Cornell
Capital Partners we have incurred extraordinary expenses in the process of
responding. As management has devoted 100% of its time to further the business
model, it has retained the services of consultants to assist in moving the
Company forward.



                                       19
<PAGE>

NET LOSS


Net loss increased from a net loss of ($1,925,889) for the year ended November
30, 2003 to a net loss of ($3,467,384) for the year ended November 30, 2004, an
increase in net loss of ($1,541,495), primarily due to the increase in operating
expenses and a financing expenses arising from the Cornell transaction of
($315,301).


LIQUIDITY AND CAPITAL RESOURCES


We have not attained profitable operations since inception and we have not
progressed significantly in our operations. We have incurred recurring losses
and at November 30, 2004, and had an accumulated deficit of ($5,413, 282). For
the year ended November 30, 2004, we sustained a net loss of ($3,467,384). We
have secured financing from Cornell Capital, LLC which should enable us to
secure working capital for the next 24 months which will enhance our ability to
conduct business. These funds will be dedicated to securing commercial space for
the proposed production facility, to purchase necessary laser equipment, robot
and transfer equipment necessary to implement the patented Laser Assisted Chip
control process, and to provide sufficient working capital to commence
contemplated activities as well as providing funding to our wholly owned
subsidiary, AmeriChip Tool & Abrasives. We will also use capital available from
our agreement with Cornell Capital to purchase the assets of American Production
Machining, LLC.


On April 23, 2003, the Company executed a letter of intent with American
Production Machining, LLC (hereinafter "APM") to acquire certain assets of APM
subject to the execution of a definitive agreement. APM is manufacturer of
automotive, truck and aircraft parts. They use computer numerical controlled
machines and state of the art inspection equipment. On October 16, 2003, the
Company executed a definitive Asset Purchase Agreement which required the
payment of cash and the assumption of $1,900,000 in liabilities owed by APM to
Comerica Bank. The original closing date for this transaction was November 15,
2003. We were, at the time, unable to obtain the necessary funding to conclude
the transaction. Currently, the Company has secured the financing resources to
pursue this acquisition with its agreement with Cornell Capital. In August 2004,
the Company tendered a bid to the United States Bankruptcy Court to pursue its
acquisition of APM. APM continues to operate under bankruptcy protection during
this period.


With the Company's operation of Americhip Tools & Abrasives, LLC (ATA), the
Company began to recognize sales from its planned activities. The Company only
recognized collection of approximately $5,500 in the fourth quarter of 2004
ended on November 30, 2004. Subsequently all of the outstanding accounts
receivable were collected in the 1st quarter of 2005. These sales were all to
outside entities under normal credit terms.



                                       20
<PAGE>

Even though we have secured adequate funding, no assurances can be provided that
our business activities will generate sufficient revenues which may result in
net profits for the Company.

Our auditors have raised substantial doubt as to our ability to continue as a
going concern. The financial statements do not include any adjustments that
might result from the outcome of these uncertainties.

We intend to continue to explore potential business combinations with other
parties which may enhance or supplement the operation of our business or which
may generate new or additional sources of revenues related to the patented Laser
Assisted Chip process. For example, we are exploring whether it may be feasible
to acquire the assets of an existing manufacturing firm engaged in manufacturing
automobile parts which we could subsequently enhance and benefit through the use
of the patented process. Any additional acquisition or other business
combination will be dependent on our ability to obtain financing from
traditional sources or from seller carryback financing, or a combination
thereof. There is no assurance that we will be able to obtain any financing to
pursue any future acquisitions or combinations. Even if adequate financing is
obtained, no assurance can be provided that any additional acquisition or
combination will generate sufficient revenues which may result in net profits
for us.

Cornell Capital Partners LP

On May 25, 2004, the Company entered into a Standby Equity Distribution
Agreement and various security and debenture agreements with Cornell Capital
Partners LP (hereinafter "Cornell Capital") in order to provide the Company with
up to $6,300,000 of funding over approximately the next 24 months. These
agreements are subject to limitation on borrowing and conversion of debt to
equity. As part of its obligation under the agreements, the Company filed a
registration statement on Form SB-2 to register the common stock issued to
Cornell Capital and the common stock issuable in accordance with the terms of
the equity distribution agreement. As of November 30, 2004, the Company has
received a total of $800,000 under these agreements. The Company also issued
3,134,329 shares of common stock valued at $207,000 as the commitment fee
associated with this agreement. The commitment fee was deemed to be a deferred
debt offering cost and is being amortized as a financing expense over the
effective period of 24 months. Amortization for the year ended November 30, 2004
was $52,500.

In May 2004, the Company received $300,000 (Loan 1) in cash upon execution of a
convertible debenture in favor of Cornell Capital. Terms of the debenture
agreement include a maturity date of May 25, 2007, an interest rate of 5% per
annum, and a provision for the holder to convert unpaid principal and interest
into Company common stock. The debenture agreement also enables the Company to
redeem unpaid principal by payment of 120% of the amount redeemed and the
distribution of common stock warrants to the holder. In connection with the
debenture, the Company incurred loan fees and expenses of $300,000, which are
being amortized as a financing expense over a period of three years. During the
year ended November 30, 2004, the Company recorded $75,000 of financing expense


                                       21
<PAGE>

In August 2004, the Company received $225,000 (Loan 2) in cash upon execution of
a short-term promissory note in favor of Cornell Capital. Terms of the note
included a stipulated interest rate of 12% and a provision for full repayment
within sixty-two calendar days. The Company incurred related fees and expenses
of $18,875, which were expensed to financing costs. During the year ended
November 30, 2004, Cornell Capital converted the loan into 5,809,251 shares of
common stock in payment of the aforementioned note principal and related
interest of $15,780.

In November 2004, the Company received $275,000 (Loan 3) in cash upon execution
of a short-term promissory note in favor of Cornell Capital. Terms of the note
included a stipulated interest rate of 12% and a provision for full repayment
within eighty-nine calendar days. The Company incurred related fees and expenses
of $25,625, which are being amortized as a financing expense over the duration
of the note. Amortization for the year ended November 30, 2004 was $8,193.
Cornell Capital also converted 3,243,210 shares of common stock in payment of
$50,000 of principal and $2,595 related interest for the aforementioned note.

The following is a summary of debt transactions with Cornell Capital during the
year ended November 30, 2004:

<TABLE>
<CAPTION>
                                             Loan 1          Loan 2          Loan 3          Total
                                           ---------       ---------       ---------       ---------
<S>                                        <C>             <C>             <C>             <C>
Convertible Debenture
       5% annual interest
       term: 3 years                       $ 300,000       $      --       $      --       $ 300,000
Promissory Note
       12% annual interest
       term: 89 days                              --         225,000              --         225,000
Promissory Note
       12% annual interest
       term: 62 days                              --              --         275,000         275,000
                                           ---------       ---------       ---------       ---------

Total Notes at Face Value                    300,000         225,000         275,000         800,000
                                           ---------       ---------       ---------       ---------
       Less: principal payments
              converted by stock                  --        (225,000)        (50,000)       (275,000)
       Less: Discount due to
              related financing costs       (225,000)             --         (17,432)       (242,432)
                                           ---------       ---------       ---------       ---------

Total Current Debt                         $  75,000       $      --       $ 207,568       $ 282,568
                                           =========       =========       =========       =========
</TABLE>


                                       22
<PAGE>

As of November 30, 2004, the Company had accrued unpaid interest on the above
transactions of $2,188.

In January 2005, the Company received $250,000 (Loan 4) in cash upon execution
of a short-term promissory note in favor of Cornell Capital. Terms of the note
included a stipulated interest rate of 12% and a provision for full repayment
within eighty-two calendar days. The Company incurred related fees and expenses
of $23,750, which will be amortized as financing expense over the duration of
the note and received $226,250 in cash. Cornell Capital also converted 2,873,065
shares of common stock in payment of $150,000 of principal for the
aforementioned note.

The following is a summary of the outstanding debt conversion transactions under
the agreements with Cornell Capital subsequent to November 30, 2004:

<TABLE>
<CAPTION>
                                         Loan 1           Loan 3            Loan 4
                                      -----------      -----------       -----------
<S>                                   <C>              <C>               <C>
Value of Notes at
      November 30, 2004               $    75,000      $   207,568       $        --
                                      -----------      -----------       -----------
Promissory Note
       12% annual interest
       term: 82 days                           --               --           250,000
       Add: additional interest
           expense of the stock
           conversion                          --           27,896                --
                                      -----------      -----------       -----------
       Less: principal payments
           converted by stock
           December 1,2004  to
           March 10, 2005                      --         (235,464)         (150,000)
                                      -----------      -----------       -----------
Balance of notes subsequent
           November 30, 2004          $    75,000      $        --       $   100,000
                                      ===========      ===========       ===========
Interest expense related to
          stock conversion
          through March 10, 2005      $    12,500      $    22,847       $     7,854
                                      ===========      ===========       ===========

Number of shares issued upon
       subsequent conversion of
       above notes prior to
       March 10, 2005                   2,403,846        4,961,842         2,873,065
                                      ===========      ===========       ===========
</TABLE>


                                       23
<PAGE>

PLAN OF OPERATION

Upon closing on the acquisition of KSI Machine and Engineering, we will be in a
position to implement our technology. We anticipate that the operations of KSI
Machine and Engineering will bring to the consolidated balance sheet of
AmeriChip annual revenues of approximately $3,600,000 based on revenues
generated in 2004. The Company intends to add two more shifts to the operations
at KSI Machine and Engineering commencing in the first quarter of our new fiscal
year. The Company believes that the two new shifts will add additional revenues
in the first year of operation. A key element to securing KSI Machine and
Engineering is their Tier One Status. This status is critical and affords us the
opportunity to quote on any jobs emanating from the big three auto makers

The facilities of KSI Machine and Engineering are large enough to permit
allocation of space for our laser and robotic equipment required in the
implementation of the LACC process. We are currently conducting trials for the
possible implementation our process for a number of customers. In addition to
the laser and robot already ordered by us, we believe that the volume of work
anticipated in the first quarter of its fiscal year will require the purchase of
an additional robot and laser. KSI Machine and Engineering is a manufacturer of
automotive die and mold castings which use horizontal spindle 5 axis computer
numerical controlled machines.

We believe that the patented technology, Laser Assisted Chip Control process
("LACC") for companies engaged in the machining of automobile parts can produce
significant revenues for us. While we are optimistic about our initial customer
experiences, there can be no assurances that the savings realized will be
experience by all customers or that we will achieve significant revenues.

             ACCOUNTING POLICIES SUBJECT TO ESTIMATION AND JUDGMENT

Management's Discussion and Analysis of Financial Condition and Results of
Operations are based upon our consolidated financial statements, which have been
prepared in accordance with accounting principles generally accepted in the
United States. When preparing our financial statements, we make estimates and
judgments that affect the reported amounts on our balance sheets and income
statements, and our related disclosure about contingent assets and liabilities.
We continually evaluate our estimates, including those related to revenue,
allowance for doubtful accounts, reserves for income taxes, and litigation. We
base our estimates on historical experience and on various other assumptions,
which we believe to be reasonable in order to form the basis for making
judgments about the carrying values of assets and liabilities that are not
readily ascertained from other sources. Actual results may deviate from these
estimates if alternative assumptions or condition are used.


                                       24
<PAGE>

ITEM 7. FINANCIAL STATEMENTS

AMERICHIP INTERNATIONAL INC.

TABLE OF CONTENTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM                        1

CONSOLIDATED FINANCIAL STATEMENTS

         Balance Sheets                                                        2

         Statements of Operations                                              3

         Statement of Stockholders' Equity (Deficit)                           4

         Statements of Cash Flows                                              5

CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS                                 6


                                       1
<PAGE>

The Board of Directors
AmeriChip International Inc.

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

      We have audited the accompanying consolidated balance sheets of AmeriChip
International Inc. (a Nevada corporation formerly known as Southborrough
Ventures, Inc.) as of November 30, 2004 and 2003, and the related consolidated
statements of operations, stockholders' equity (deficit) and cash flows for the
years then ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.

      We conducted our audit in accordance with 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
audit provides a reasonable basis for our opinion.

      In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of AmeriChip International Inc.
as of November 30, 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 financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 3, the Company
has sustained substantial operating losses in recent years, has limited cash
resources and negative working capital. These factors raise substantial doubt
about the Company's ability to continue as a going concern. Management's plans
regarding those matters also are described in Note 3. The financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.

      As discussed in Note 11 to the financial statements, certain errors
resulted in understatements of net loss and other accounts as of November 30,
2003 and 2004. This was discovered by management of the Company during the
current year. Accordingly, the 2003 and 2004 financial statements have been
restated to correct these errors.

      Williams & Webster, P.S.
      Certified Public Accountants
      Spokane, Washington
      March 16, 2005, except for Note 11 which is dated June 6, 2005

<PAGE>

AMERICHIP INTERNATIONAL INC.
(Formerly Southborrough Ventures, Inc.)
CONSOLIDATED BALANCE SHEETS
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                November 30,      November 30,
                                                                    2004              2003
                                                                 (restated)        (restated)
                                                                -----------       -----------
<S>                                                             <C>               <C>
ASSETS

    CURRENT ASSETS
      Cash                                                      $   180,690       $        --
      Accounts receivable                                            32,446                --
      Prepaid expenses                                                5,745                --
      Inventory                                                     230,000                --
                                                                -----------       -----------
        Total Current Assets                                        448,881                --
                                                                -----------       -----------

    PROPERTY AND EQUIPMENT
      Furniture and fixtures                                         10,439                --
      Machinery and equipment                                        14,000                --
      Accumulated depreciation                                       (1,616)
                                                                -----------       -----------
        Total Property and Equipment                                 22,823                --
                                                                -----------       -----------

    OTHER ASSETS
      Intangible assets                                               6,750                --
      Deposits                                                      103,200                --
      Technology rights and patents, net                             24,716            28,923
      Deferred debt offering cost, net                              157,500                --
                                                                -----------       -----------
        Total Other Assets                                          292,166            28,923
                                                                -----------       -----------

      TOTAL ASSETS                                              $   763,870       $    28,923
                                                                ===========       ===========

LIABILITES & STOCKHOLDERS' EQUITY (DEFICIT)

    CURRENT LIABILITIES
      Accounts payable and accrued expenses                     $   149,102       $   586,415
      Related party payable                                         826,407           389,338
      Related party note payable - current portion                   23,940                --
      Convertible debentures, net of discounts                      426,194                --
      Accrued interest                                                7,500                --
      Accrued interest - related party                              264,688           125,000
                                                                -----------       -----------
        Total Current Liabilities                                 1,697,831         1,100,753
                                                                -----------       -----------

    LONG-TERM LIABILITIES
      Related party notes payable                                   226,060                --
                                                                -----------       -----------
        Total Long-term Liabilities                                 226,060                --
                                                                -----------       -----------

    COMMITMENTS AND CONTINGENCIES                                        --                --
                                                                -----------       -----------

    MINORITY INTEREST IN SUBSIDIARY                                   3,413             3,413
                                                                -----------       -----------

    STOCKHOLDERS' EQUITY (DEFICIT)
      Common stock, 500,000,000 shares authorized,
        $.001 par value; 128,787,225 and 85,370,000 shares
        issued and outstanding, respectively                        128,787            85,370
      Additional paid-in capital                                  4,121,061           777,650
      Discount on common stock                                           --           (46,365)
      Accumulated deficit                                        (5,413,282)       (1,945,898)
                                                                -----------       -----------
        Total Stockholders' Equity (Deficit)                     (1,163,434)       (1,129,243)
                                                                -----------       -----------

      TOTAL LIABILITIES AND
        STOCKHOLDERS' EQUITY (DEFICIT)                          $   763,870       $   (25,077)
                                                                ===========       ===========
</TABLE>

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


                                       2
<PAGE>

AMERICHIP INTERNATIONAL INC.
(Formerly Southborrough Ventures, Inc.)
CONSOLIDATED STATEMENTS OF OPERATIONS
--------------------------------------------------------------------------------

                                                          Year Ended
                                              ---------------------------------
                                               November 30,        November 30,
                                                   2004                2003
                                                (restated)          (restated)
                                              -------------       -------------
REVENUES                                      $      37,964       $          --

COST OF SALES                                        14,214
                                              -------------       -------------

GROSS PROFIT                                         23,750                  --
                                              -------------       -------------

EXPENSES
      Administrative services                       269,980                  --
      Legal and accounting                          263,452              49,748
      Depreciation and amortization                   8,073               4,507
      Consulting services                         2,088,915           1,283,667
      License expense                               360,000             300,000
      Website expense                                    --              90,000
      Office expense                                 29,412              72,967
                                              -------------       -------------
           TOTAL OPERATING EXPENSES               3,019,832           1,800,889
                                              -------------       -------------

LOSS FROM OPERATIONS                             (2,996,082)         (1,800,889)

OTHER INCOME (EXPENSE)
      Forgiveness of debt                             7,588                  --
      Interest expense                             (163,589)           (125,000)
      Financing expense                            (315,301)                 --
                                              -------------       -------------
           TOTAL OTHER INCOME (EXPENSE)            (471,302)           (125,000)
                                              -------------       -------------

LOSS BEFORE TAXES                                (3,467,384)         (1,925,889)

INCOME TAXES                                             --                  --
                                              -------------       -------------

NET LOSS                                      $  (3,467,384)      $  (1,925,889)
                                              =============       =============

      BASIC AND DILUTED NET LOSS
            PER COMMON SHARE                  $       (0.03)      $       (0.03)
                                              =============       =============

      BASIC AND DILUTED
      WEIGHTED AVERAGE NUMBER OF
      COMMON STOCK SHARES OUTSTANDING           104,710,769          74,316,603
                                              =============       =============

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


                                       3
<PAGE>

AMERICHIP INTERNATIONAL INC.
(Formerly Southborrough Ventures, Inc.)
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                     Common Stock          Additional   Discount on                      Total
                                              -------------------------     Paid-in       Common      Accumulated    Stockholders'
                                                 Shares       Amount        Capital        Stock        Deficit     Equity (Deficit)
                                              -----------   -----------   -----------   -----------   -----------   ----------------
<S>                                           <C>           <C>           <C>           <C>           <C>             <C>
Balance, December 1, 2002                      60,000,000   $    60,000   $        --   $   (26,345)  $   (20,009)    $    13,646

Recapitalization of company via
   reverse merger with Southborrough
   Ventures, Inc.                              20,020,000        20,020            --       (20,020)           --              --

Common stock issued for the exercise of
   stock options for consulting services
   at an average of $0.16 per share             5,350,000         5,350       777,650            --            --         783,000

Warrants issued for consulting services
   at $0.18 per share                                  --            --        54,000            --            --          54,000

Net loss for the year ended
   November 30, 2003 (restated)                        --            --            --            --    (1,925,889)     (1,925,889)
                                              -----------   -----------   -----------   -----------   -----------     -----------

Balance, November 30, 2003 (restated)          85,370,000        85,370       831,650       (46,365)   (1,945,898)     (1,075,243)

Common stock issued in private placement
   for cash at $0.05 per share                  2,900,000         2,900       142,100            --            --         145,000

Common stock issued for debt offering costs
   for convertible debt at $0.067 per share     3,134,329         3,134       206,866            --            --         210,000

Common stock issued for consulting and
   services at an average of $0.06 per
   share (restated)                             5,365,500         5,366       324,219            --            --         329,585

Common stock and warrants issued for
   consulting and services at an average
   of $0.07 per share                           7,914,285         7,914       543,186            --            --         551,100

Common stock issued for non-competition
   agreement at an average of $0.06 per share     150,000           150         8,850            --            --           9,000

Common stock issued for director services
   at an average of $0.07 per share               250,000           250        17,250            --            --          17,500

Common stock issued for the exercise of
   options for consulting services at
   an average of $0.11 per share               14,650,000        14,650     1,567,850            --            --       1,582,500

Common stock issued for debt and interest
   expense at an average of $0.033 per
   share (restated)                             9,053,141         9,053       269,848            --            --         278,901

Beneficial conversion features for $800,000
   of convertible debts (restated)                     --            --       224,107            --            --         224,107

Warrants issued for consulting services                --            --        31,500            --            --          31,500

Adjustment to discount approved by directors           --            --       (46,365)       46,365            --              --

Net loss for the year ended
   November 30, 2004 (restated)                        --            --            --            --    (3,467,384)     (3,467,384)
                                              -----------   -----------   -----------   -----------   -----------     -----------

   Balance, November 30, 2004 (restated)      128,787,255   $   128,787   $ 4,121,061   $        --   $(5,413,282)    $(1,163,434)
                                              ===========   ===========   ===========   ===========   ===========     ===========
</TABLE>

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


                                       4
<PAGE>

AMERICHIP INTERNATIONAL INC.
(Formerly Southborrough Ventures, Inc.)
CONSOLIDATED STATEMENTS OF CASH FLOWS
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                         Year Ended
                                                                ----------------------------
                                                                November 30,    November 30,
                                                                   2004             2003
                                                                (restated)       (restated)
                                                                -----------     -----------
<S>                                                             <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net loss                                                    $(3,467,384)    $(1,925,889)

    Depreciation and amortization                                     8,073           4,507
    Amortization of preferred conversion on convertible debt        224,107              --
    Amortization of discount on convertible debt                     91,194
    Adjustments to reconcile net loss
     to net cash used by operating activities:
     Common stock issued for consulting and services                329,585              --
     Common stock issued for director services                       17,500              --
     Common stock issued for interest expense                         3,901              --
     Common stock and warrants issued for services                  551,100              --
     Options exercised for consulting and services                1,582,500         783,000
     Warrants issued for services                                    31,500          54,000
     Increase in accounts receivable                                (32,446)             --
     Increase in prepaids                                            (5,745)             --
     Increase in accounts payable and accrued expenses             (437,313)        575,888
     Increase in related party payables                             437,069         383,494
     Increase in accrued interest                                     7,500              --
     Increase in accrued interest - related party                   139,688         125,000
                                                                -----------     -----------
    Net cash used in operating activities                          (519,171)             --
                                                                -----------     -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Purchase of property and equipment                               (4,439)             --
    Deposits                                                       (103,200)             --
                                                                -----------     -----------
    Net cash used in investing activities                          (107,639)             --
                                                                -----------     -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Net proceeds from convertible debt and notes                    662,500              --
    Common stock issued for cash in private placement               145,000              --
                                                                -----------     -----------
    Net cash provided by financing activities                       807,500              --
                                                                -----------     -----------

Net increase in cash                                                180,690              --

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

Cash, end of period                                             $   180,690     $        --
                                                                ===========     ===========

SUPPLEMENTAL CASH FLOW DISCLOSURES:
     Interest paid                                              $    12,500     $        --
                                                                ===========     ===========
     Income tax paid                                            $        --     $        --
                                                                ===========     ===========

NON-CASH INVESTING AND FINANCING ACTIVITIES:
    Stock issued for consulting and services                    $   329,585     $   783,000
    Stock issued for intangible asset                           $     9,000     $        --
    Stock issued for debt offering costs                        $   210,000     $        --
    Stock issued for interest expense                           $     3,901     $        --
    Stock issued for repayment of convertible debt              $   275,000     $        --
    Stock issued for director services                          $    17,500     $        --
    Stock and warrants issued for services                      $   551,100     $        --
    Options exercised for consulting and services               $ 1,582,500     $   783,000
    Warrants issued for services                                $    31,500     $    54,000
    Note payable for inventory and equipment                    $   250,000     $        --
</TABLE>

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


                                       5
<PAGE>

AMERICHIP INTERNATIONAL INC.
(Formerly Southborrough Ventures, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
November 30, 2004
--------------------------------------------------------------------------------

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

AmeriChip International Inc. (hereinafter "AmeriChip" or "the Company") was
incorporated in the state of Nevada on October 17, 2000 as Southborrough
Technology Corporation for the purpose of mineral exploration. On March 9, 2001,
the corporate name was changed to Southborrough Ventures, Inc. Although the
Company obtained an option to acquire a 100% interest in a mineral claim located
in the Slocan Mining District Province of British Columbia, Canada, the Company
allowed the option on that claim to expire on or about June 30, 2003. The
Company changed its name to AmeriChip International Inc. on December 1, 2003.

AmeriChip's initial business objective was to conduct mineral exploration
activities on the aforementioned mineral claim in order to assess whether the
claim possessed commercially exploitable reserves of silver, lead or zinc. The
Company was unable to identify any commercially exploitable reserves.

On February 27, 2003, AmeriChip's board of directors approved the termination of
the Company's exploration activity and also approved the acquisition of
AmeriChip Ventures, Inc., a wholly owned subsidiary. AmeriChip, Inc., an 80%
owned subsidiary of AmeriChip Ventures, Inc., holds the patents for the Laser
Assisted Chip Control ("LACC") technology. The Company is currently engaged in
the development of its patented technology for use in manufacturing.

On March 22, 2003, the Company acquired all of the outstanding common stock of
AmeriChip Ventures, Inc., which is an 80% owner of the stock of AmeriChip, Inc.,
an operating company. For accounting purposes the acquisition has been treated
as a recapitalization of AmeriChip, Inc. with AmeriChip International Inc. as
the acquirer in a reverse acquisition. The historical financial statements prior
to March 22, 2003 are those of AmeriChip, Inc., the operating company.

On November 12, 2003, the Company established HRW, LLC, a fully owned subsidiary
of AmeriChip International, Inc. The name of this entity was subsequently
changed to AmeriChip Tool and Abrasives, LLC (hereinafter "ATA"). ATA's primary
focus will be to establish an extensive resource for cost saving services and
the sale of machining products. ATA has secured office space and established
headquarters in Plymouth, Michigan. On August 21, 2004, AmeriChip International,
Inc., through ATA, entered into an agreement to acquire certain assets of
National Abrasive Systems, Co. (hereinafter "NASCO"), a Michigan corporation.
NASCO is considered to be a related entity because its president is also the
president of AmeriChip International, Inc. With the acquisition of inventory,
ATA became the Company's first fully operating subsidiary. With the
establishment of planned operations in its subsidiary, the Company moved from a
development stage enterprise into an operating company in August 2004. The
Company was in the development stage from December 1, 2000 through November 30,
2003. The year 2004 is the first year during which it is considered an operating
company. This transaction is more fully described in Note 8.


                                       6
<PAGE>

AMERICHIP INTERNATIONAL INC.
(Formerly Southborrough Ventures, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
November 30, 2004
--------------------------------------------------------------------------------

On September 10, 2004, the Company established AmeriChip International Holdings,
LLC, a wholly owned subsidiary of AmeriChip International, Inc. This entity was
created in order to acquire American Production and Machining, LLC, an unrelated
entity, out of bankruptcy. This transaction has not occurred as of the date of
this report. Accordingly, AmeriChip International Holdings, LLC is at present a
non-operating entity. (See Note 13.)

On August 9, 2004, the Company's board of directors elected to form a wholly
owned subsidiary, AmeriChip Canada Inc. This entity is a Canadian charter
corporation. The primary purpose of this subsidiary will be to channel Canadian
based opportunities to both AmeriChip International and AmeriChip Tool and
Abrasives for processing.

The Company's year end is November 30.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

This summary of significant accounting policies is presented to assist in
understanding the financial statements. The financial statements and notes are
representations of the Company's management, which is responsible for their
integrity and objectivity. These accounting policies conform to accounting
principles generally accepted in the U.S. and have been consistently applied in
the preparation of the financial statements.

Accounting Methods

The Company's financial statements are prepared using the accrual basis of
accounting in accordance with accounting principles generally accepted in the
United States of America.

Recent Accounting Pronouncements

In November 2004, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 151, "Inventory Costs-- an amendment of ARB
No. 43, Chapter 4" (hereinafter "SFAS No. 151"). This statement amends the
guidance in ARB No. 43, Chapter 4, "Inventory Pricing," by clarifying that
abnormal amounts of idle facility expense, freight, handling costs, and wasted
material (spoilage) should be recognized as current-period charges and by
requiring the allocation of fixed production overheads to inventory 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 believes that the adoption of this statement will have no material
impact on the Company's financial condition or results of operations.

In December 2004, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 152, "Accounting for Real Estate Time-Sharing
Transactions - an amendment of FASB Statements No. 66 and 67" (hereinafter "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
04-2, "Accounting for Real Estate Time-Sharing Transactions"(hereinafter "SOP
04-2"). This statement also amends FASB Statement No. 67, "Accounting for Costs


                                       7
<PAGE>

AMERICHIP INTERNATIONAL INC.
(Formerly Southborrough Ventures, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
November 30, 2004
--------------------------------------------------------------------------------

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 Company's financial condition or results of
operations. In December 2004, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No.153, "Exchanges of Nonmonetary
Assets - an Amendment of APB Opinion No. 29", (hereinafter "SFAS No. 153"). This
statement eliminates the exception to fair value for exchanges of similar
productive assets and replaces it with a general exception for exchange
transactions that do not have commercial substance, defined as transactions that
are not expected to result in significant changes in the cash flows of the
reporting entity. This statement is effective for financial statements for
fiscal years beginning after June 15, 2005. Management believes that the
adoption of this statement will have no impact on the Company's financial
condition or results of operations.

In December 2004, the Financial Accounting Standards Board issued a revision to
Statement of Financial Accounting Standards No. 123 (revised 2004), "Share-Based
Payments" (hereinafter "SFAS No. 123 (R)"). This statement replaces FASB
Statement No. 123, "Accounting for Stock-Based Compensation", and supersedes APB
Opinion No. 25, "Accounting for Stock Issued to Employees". SFAS No. 123 (R)
establishes standards for the accounting for share-based payment 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 covers a wide range of share-based compensation arrangements
including share options, restricted share plans, performance-based award, share
appreciation rights and employee share purchase plans. SFAS No. 123 (R) requires
a public entity to measure the cost of employee services received in exchange
for an award of equity instruments based on the fair value of the award on the
grand date ( with limited exceptions). That cost will be recognized in the
entity's financial statements over the period during which the employee is
required to provide services in exchange for the award. The Company was
previously reporting in compliance with SFAS No. 123. Management has adopted
SFAS 123 (R) and believes this statement will have no impact on its overall
results of operations or financial position.

In May 2003, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 150, "Accounting for Certain Financial
Instruments with Characteristics of Both Liabilities and Equity" (hereinafter
"SFAS No. 150"). SFAS No. 150 establishes standards for classifying and
measuring certain financial instruments with characteristics of both liabilities
and equity and requires that those instruments be classified as liabilities in
statements of financial position. Previously, many of those instruments were
classified as equity. SFAS No. 150 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
has determined that there was no impact to its financial statements from the
adoption of this statement.


                                       8
<PAGE>

AMERICHIP INTERNATIONAL INC.
(Formerly Southborrough Ventures, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
November 30, 2004
--------------------------------------------------------------------------------

In April 2003, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 149, "Amendment of Statement 133 on
Derivative Instruments and Hedging Activities" (hereinafter "SFAS No. 149").
SFAS No. 149 amends and clarifies the accounting for derivative instruments,
including certain derivative instruments embedded in other contracts, and for
hedging activities under SFAS No. 133, "Accounting for Derivative Instruments
and Hedging Activities". This statement is effective for contracts entered into
or modified after June 30, 2003 and for hedging relationships designated after
June 30, 2003. The adoption of SFAS No. 149 has not had a material impact on the
financial position or results of operations of the Company.

Accounting for Convertible Notes and Securities with Beneficial Conversion
Features

Following guidance by EITF 00-27 the Company allocates proceeds received from
convertible notes and/or securities first to warrants granted to the note
holders. The value of the warrants and the beneficial conversion feature are
recorded on the balance sheet as a debt discount and as an increase to
shareholders equity. The discounts are amortized over the life of the loans.

Accounts Receivable

The Company carries its accounts receivable at cost less an allowance for
doubtful accounts. On a periodic basis, the Company evaluates its accounts
receivable and establishes an allowance for doubtful accounts, based on a
history of past write-offs and collections and current credit conditions. For
the year ended November 30, 2004, the Company had estimated that no allowance
for doubtful accounts was necessary, as the receivables are all expected to be
collected. This assessment may change as the Company develops the appropriate
history of transactions in its operating companies and a provision for doubtful
accounts will be established.

Cash and Cash Equivalents

For purposes of the statements of cash flows, the Company considers all highly
liquid investments (or short-term debt) with original maturities of three months
or less to be cash equivalents.

Concentration of Credit Risk

The Company maintains the majority of its cash in one commercial account at a
major financial institution. Although the financial institution is considered
creditworthy and has not experienced any losses on its deposits, at November 30,
2004, the Company's cash balance exceeded Federal Deposit Insurance Corporation
(FDIC) limits by $66,245.

Derivative Instruments

The Financial Accounting Standards Board issued Statement of Financial
Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging
Activities" (hereinafter "SFAS No. 133"), as amended by SFAS No. 137,
"Accounting for Derivative Instruments and Hedging Activities - Deferral of the
Effective Date of FASB No. 133", and SFAS No. 138, "Accounting for Certain
Derivative Instruments and Certain Hedging Activities", and SFAS No. 149,
"Amendment of Statement 133 on Derivative Instruments and Hedging Activities".
These statements establish accounting and reporting standards for derivative
instruments, including certain derivative instruments embedded in other
contracts, and for hedging activities. They require that an entity recognize all
derivatives as either assets or liabilities in the balance sheet and measure
those instruments at fair value.


                                       9
<PAGE>

AMERICHIP INTERNATIONAL INC.
(Formerly Southborrough Ventures, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
November 30, 2004
--------------------------------------------------------------------------------

If certain conditions are met, a derivative may be specifically designated as a
hedge, the objective of which is to match the timing of gain or loss recognition
on the hedging derivative with the recognition of (i) the changes in the fair
value of the hedged asset or liability that are attributable to the hedged risk
or (ii) the earnings effect of the hedged forecasted transaction. For a
derivative not designated as a hedging instrument, the gain or loss is
recognized in income in the period of change.

Historically, the Company has not entered into derivatives contracts to hedge
existing risks or for speculative purposes.

At November 30, 2004 and 2003, the Company has not engaged in any transactions
that would be considered derivative instruments or hedging activities.

Earnings Per Share

On January 1, 1998, the Company adopted Statement of Financial Accounting
Standards No. 128, which provides for calculation of "basic" and "diluted"
earnings per share. Basic earnings per share includes no dilution and is
computed by dividing net income available to common shareholders by the weighted
average common shares outstanding for the period. Diluted earnings per share
reflect the potential dilution of securities that could share in the earnings of
an entity similar to fully diluted earnings per share. Although there were
common stock equivalents outstanding at November 30, 2004 and 2003, they were
not included in the calculation of earnings per share because they would have
been considered anti-dilutive. These common stock equivalents were primarily
from convertible debt of 9,053,141 and zero, and outstanding warrants of
12,621,428 and 300,000 as of November 30, 2004 and 2003, respectively.

Fair Value of Financial Instruments

The Company's financial instruments as defined by Statement of Financial
Accounting Standards No. 107, "Disclosures about Fair Value of Financial
Instruments," include trade accounts receivable and payable, accrued expenses
and short-term borrowings. All instruments are accounted for on a historical
cost basis, which, due to the short maturity of these financial instruments,
approximates fair value at November 30, 2004 and 2003.

Inventories

Inventories, consisting of products available for sale, are recorded using the
weighted average method. As of November 30, 2004, the inventory of our
subsidiary AmeriChip Tool and Abrasives, LLC totaled $230,000, consisting of
$223,862 of grinding and abrasive products and $6,138 of other materials.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and
its subsidiaries, after elimination of intercompany accounts and transactions.
Subsidiaries of the Company are listed in Note 1.


                                       10
<PAGE>

AMERICHIP INTERNATIONAL INC.
(Formerly Southborrough Ventures, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
November 30, 2004
--------------------------------------------------------------------------------

Property and Equipment

Property and equipment are stated at cost. Depreciation of property and
equipment is calculated using the straight-line method over the estimated useful
lives of the assets, which range from three to seven years.

The following is a summary of property and equipment, and accumulated
depreciation thereto:

                                                                 November 30,
                                                                     2004
                                                                 ------------
      Furniture and fixtures                                     $     10,439
      Plant assets                                                     14,000
                                                                 ------------
      Total assets                                                     24,439
      Less accumulated depreciation                                    (1,616)
                                                                 ------------
                                                                 $     22,823
                                                                 ============

The Company recognized $1,616 in depreciation expense for the year ended
November 30, 2004. The Company evaluates the recoverability of property and
equipment when events and circumstances indicate that such assets might be
impaired. The Company determines impairment by comparing the undiscounted future
cash flows estimated to be generated by these assets to their respective
carrying amounts. Maintenance and repairs are expensed as incurred. Replacements
and betterments are capitalized. The cost and related reserves of assets sold or
retired are removed from the accounts and any resulting gain or loss is
reflected in results of operations.

Provision for Taxes

Income taxes are provided based upon the liability method of accounting pursuant
to Statement of Financial Accounting Standards No. 109 (hereinafter "SFAS No.
109"), "Accounting for Income Taxes." Under this approach, deferred income taxes
are recorded to reflect the tax consequences in future years of differences
between the tax basis of assets and liabilities and their financial reporting
amounts at each year-end. A valuation allowance is recorded against deferred tax
assets if management does not believe the Company has met the "more likely than
not" standard imposed by SFAS No. 109 to allow recognition of such an asset.

At November 30, 2004 and 2003, the Company had net deferred tax asset of
approximately $1,652,000 and $643,000, respectively, principally arising from
net operating loss carryforwards for income tax purposes multiplied by an
expected tax rate of 34%. As management of the Company cannot determine that it
is more likely than not that the Company will realize its benefit of the net
deferred tax asset, a valuation allowance equal to the net deferred tax asset
was present at November 30, 2004 and 2003.


                                       11
<PAGE>

AMERICHIP INTERNATIONAL INC.
(Formerly Southborrough Ventures, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
November 30, 2004
--------------------------------------------------------------------------------

The significant components of the deferred tax asset at November 30, 2004 and
2003 were as follows:

                                                  November 30,      November 30,
                                                      2004              2003
                                                  -----------       -----------

Net operating loss carryforward                   $ 4,858,000       $ 1,892,000
                                                  ===========       ===========

Warrants issued:                                  $   305,600       $    54,000
                                                  ===========       ===========

Deferred tax asset                                $ 1,652,000       $   643,000
                                                  ===========       ===========
Deferred tax asset valuation allowance            $(1,652,000)      $  (643,000)
                                                  ===========       ===========

At November 30, 2004 and 2003, the Company has net operating loss carryforwards
of approximately $4,858,000 and $1,892,000, respectively, which expires in the
years 2021 through 2023. The Company recognized approximately $305,600 and
$54,000 of losses from issuance of warrants for services in fiscal 2004 and
2003, respectively, which are not deductible for tax purposes and are not
included in the above calculation of deferred tax assets. The change in the
allowance account from November 30, 2003 to 2004 was $1,009,000.

The Tax Reform Act of 1986 substantially changed the rules relative to the use
of net operating losses and general business credit carryforwards in the event
of an "ownership change" of a corporation. The Company has issued additional
shares of common stock, which may have resulted in restrictions on the future
use of net operating losses and tax credit carryforwards generated before an
ownership change. The effect of such change has not been determined.

Reclassification

Certain amounts from prior periods have been reclassified to conform to the
current period presentation. This reclassification has resulted in no changes to
the Company's accumulated deficit or net losses presented, other than those
changes attributed to the correction of an error in the year ended November 30,
2003 as described in Note 11.

Revenue and Cost Recognition Policies

The Company recognizes revenue from product sales when the products are shipped
and title passes to customers. The Company has not provided an allowance for
sales returns because the revenues are new and there is no historical experience
on which to base an estimate. This assessment may change as the Company develops
the appropriate history of transactions in its operating companies and a
provision for sales returns will be established. Returns of a product, if
permitted by the manufacturer, are charged a 15% restock fee. Specialized
machined products created to the customer's blueprint specifications are also
being produced. These product costs are market driven and the Company warrants
the finished product to the extent they meet the specifications.

During the year ended November 30, 2004, the Company, through its business plan
expanded its focus to include certain agency relationships for multiple vendors.
As such, its policy for revenue recognition has been revised to recognize its
status as an agent for these vendors. As an agent, the Company recognizes its
commissions when earned. Commissions are earned by the Company when an order has
been placed, delivery taken, and title has passed to the customer.


                                       12
<PAGE>

AMERICHIP INTERNATIONAL INC.
(Formerly Southborrough Ventures, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
November 30, 2004
--------------------------------------------------------------------------------

During the year ended November 30, 2004, the Company recognized $37,964 from
product sales and none from the agency relationships. Cost of sales consists of
the purchase price of products sold, inbound and outbound shipping charges, and
packaging supplies Cost of sales totaled $14,214 for the year ended November 30,
2004.

Use of Estimates

The process of preparing financial statements in conformity with accounting
principles generally accepted in the United States of America requires the use
of estimates and assumptions regarding certain types of assets, liabilities,
revenues, and expenses. Such estimates primarily relate to unsettled
transactions and events as of the date of the financial statements. Accordingly,
upon settlement, actual results may differ from estimated amounts.

Website Development

An outside consultant planned and developed the Company's website and corporate
branding to market the Company. The planning and development costs incurred in
this project, in the amount of $90,000 for the period ended November 30, 2003,
were expensed as incurred in accordance with SOP 98-1.

NOTE 3 - GOING CONCERN

The accompanying financial statements have been prepared on a going concern
basis, which contemplates the realization of assets and satisfaction of
liabilities in the normal course of business. The Company has incurred material
recurring losses from operations. At November 30, 2004, the Company had an
accumulated deficit of $5,413,282. For the year ended November 30, 2004, the
Company sustained a net loss of $3,467,384. In addition, the Company has
negative working capital and very limited revenues. These factors, among others,
indicate that the Company may be unable to continue as a going concern for a
reasonable period of time. The financial statements do not include any
adjustments relating to the recoverability and classification of recorded
assets, or the amounts and classification of liabilities that might be necessary
in the event the Company cannot continue as a going concern. The Company's
continuation as a going concern is contingent upon its ability to obtain
additional financing and to generate revenue and cash flows to meet its
obligations on a timely basis. The Company's management is currently putting
sales and acquisition strategies in place which will, if successful, mitigate
these factors which raise substantial doubt about the Company's ability to
continue as a going concern.


                                       13
<PAGE>

AMERICHIP INTERNATIONAL INC.
(Formerly Southborrough Ventures, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
November 30, 2004
--------------------------------------------------------------------------------

NOTE 4 - STOCK OPTIONS AND WARRANTS

Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation," defines a fair value-based method of accounting for stock options
and other equity instruments. The Company has adopted this method, which
measures compensation costs based on the estimated fair value of the award and
recognizes that cost over the service period.

Stock Options

On October 22, 2003, the Company's board of directors approved the AmeriChip
International Inc. 2003 Non-Qualified Incentive Stock Option Plan (hereinafter
"the Plan"). The Plan initially allowed the Company to issue up to 8,000,000
shares of the Company's common stock to officers, directors, employees and
consultants. On December 12, 2003, the Company's board of directors authorized
an increase of 4,000,000 shares issuable in accordance with the terms of the
Plan. In May 2004, the Company's board of directors authorized an increase of
8,000,000 shares issuable in accordance with the terms of the Plan. All
20,000,000 shares issuable in accordance with the Plan have been registered with
the Securities and Exchange Commission on Form S-8. In the years ended November
30, 2004 and 2003, the Company issued 14,650,000 and 5,350,000 stock options,
respectively, under this plan. There are no remaining options to be issued under
the Plan. The Company issued 20,000,000 options to consultants for marketing,
website, and advisory services, of which 5,750,000 were to a related party.
There were no options issued to officers, directors or employees. These options
were all valued using the fair market value of the stock on the date of grant.

During the year ended November 30, 2004, options totaling 14,650,000 were
exercised at an average of $0.11 per share for $1,582,500 of consulting services
provided to the Company. The options were valued at the market price on the date
of grant. These options were exercised immediately upon grant, and therefore the
Company has deemed that no additional value should be assigned to the options.

During the year ended November 30, 2003, options totaling 5,350,000 were
exercised at an average of $0.15 per share for $783,000 of consulting services
provided to the Company. The options were valued at the market price on the date
of grant. These options were exercised immediately upon grant, and therefore the
Company has deemed that no additional value should be assigned to the options.


                                       14
<PAGE>

AMERICHIP INTERNATIONAL INC.
(Formerly Southborrough Ventures, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
November 30, 2004
--------------------------------------------------------------------------------

The following is a summary of stock option activity:

<TABLE>
<CAPTION>
                                                               Number of        Weighted
                                                                Shares          Average
                                                                 Under          Exercise
                                                                Options          Price
                                                              -----------     -----------
<S>                                                           <C>             <C>
Outstanding October 22, 2003
  Granted                                                       5,350,000     $      0.15
  Exercised, forfeited or expired                              (5,350,000)          (0.15)
                                                              -----------     -----------
Outstanding, November 30, 2003                                         --              --

Weighted average fair value of options granted
During the year ended November 30, 2003                                       $        --
                                                                              ===========

Outstanding, November 30, 2003                                         --              --
  Granted                                                      14,650,000     $      0.11
  Exercised, forfeited or expired                             (14,650,000)          (0.11)
                                                              -----------     -----------
Outstanding, November 30, 2004                                         --              --
                                                                              ===========
Weighted  average fair value of options granted during the
  year ended November 30, 2004                                                $        --
                                                                              ===========
</TABLE>

There were no remaining options available for grant under the Option Plan in the
year ended November 30, 2004.

Warrants

The following information was used to establish fair value of warrants issued in
the year ended November 30, 2004. The value was estimated on the grant date
using the Black-Scholes Option Price Calculation. The following assumptions were
made in estimating fair value: risk-free interest rate is 5%, volatility is
100%, and expected life is 3 years.

In the year ended November 30, 2004, warrants were issued pursuant to a
consulting agreement, to acquire 750,000 shares of common stock at an exercise
price of $0.25. The fair value of the warrants, which was determined on the date
of grant, was $31,500. The Company also issued 7,914,285 shares of common stock
with 11,871,428 warrants attached. The warrants have an exercise price of $0.08
per share. The fair value of the warrants, which was determined on the date of
grant, was $277,000. All warrants were issued for three years and were
immediately expensed to consulting.

The following information was used to establish fair value of warrants issued in
the year ended November 30, 2003. The value was estimated on the grant date
using the Black-Scholes Option Price Calculation. The following assumptions were
made in estimating fair value: risk-free interest rate is 5%, volatility is
100%, and expected life is 3 years.

In the year ended November 30, 2003, 100,000 warrants were granted at an
exercise price of $0.30 per share, 100,000 warrants were granted at an exercise
price of $0.40 per share and 100,000 warrants were granted at an exercise price
of $0.50 per share for consulting services. The fair value of the warrants,
which was determined on the date of grant, was $54,000.


                                       15
<PAGE>

AMERICHIP INTERNATIONAL INC.
(Formerly Southborrough Ventures, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
November 30, 2004
--------------------------------------------------------------------------------

Summarized information about stock warrants outstanding and exercisable at
November 30, 2004 and 2003 are as follows:

<TABLE>
<CAPTION>
                                            Number of             Weighted Average              Average
                                             warrants              Remaining Life           exercise price
                                         ----------------         ----------------         ----------------
<S>                                            <C>                            <C>          <C>
Warrants issued in 2003                           300,000                     2.00         $           0.40
                                         ================         ================         ================

Warrants issued in 2004                           750,000                     2.59         $           0.25
                                               11,871,428                     2.50         $           0.08
                                         ----------------         ----------------         ----------------
Total warrants in 2004                         12,621,428                     2.50         $           0.09
                                         ================         ================         ================
Total unexercised warrants                     12,921,428                     2.50         $           0.09
                                         ================         ================         ================
</TABLE>

NOTE 5 - COMMON STOCK

In May 2004, the Company's board of directors elected to increase the authorized
capital of the Company from 100,000,000 shares of common stock to 500,000,000
shares of $0.001 par value common stock. All shares have equal voting rights,
are non-assessable and have one vote per share. Voting rights are not cumulative
and, therefore, the holders of more than 50% of the common stock could, if they
choose to do so, elect all of the directors of the Company.

During the year ended November 30, 2004, 14,650,000 shares of common stock were
issued upon exercise of options at an average of $0.11 per share for consulting
services with a fair value of $1,582,500; 7,914,285 shares of common stock and
warrants were issued for an average of $0.07 per share for consulting and
services with a fair value of $551,100; and 2,900,000 shares of common stock
were issued in a private placement for $145,000 in cash for $0.05 per share. The
Company issued 3,134,329 shares of common stock for an average of $0.067 per
share for $210,000 of debt offering costs and 9,053,141 shares of common stock
for an average of $0.033 per share for $275,000 of convertible debt and $3,901
of related interest costs. The Company also issued 150,000 shares of common
stock for $0.06 per share for non-compete agreements valued at $9,000, related
to the asset purchase agreement, 250,000 shares of common stock for $0.07 per
share for $17,500 for director services, and 5,365,500 shares of common stock
were issued for an average of $0.06 per share for consulting and services valued
at $329,585. The fair value for all common stock issuances for consulting and
services was determined using the fair market value of the stock on the dates of
issuance.

In the year ended November 30, 2001, Southborrough Ventures, Inc., the
registrant prior to recapitalization, issued 5,005,000 shares of common stock.
In the year ended November 30, 2003, the board of directors approved a three for
one forward stock dividend which increased the outstanding shares to 20,020,000
shares. All transactions from prior periods have been restated to reflect this
stock split. The prior information is for additional historic purposes and has
no effect upon the recapitalization of the current operating company. As part of
the recapitalization of AmeriChip, Inc., the restated shares previously issued
by Southborrough Ventures, Inc. resulted in $20,020 being recognized as a
discount on common stock.


                                       16
<PAGE>

AMERICHIP INTERNATIONAL INC.
(Formerly Southborrough Ventures, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
November 30, 2004
--------------------------------------------------------------------------------

In 2003, three shareholders acquired 900 shares of common stock of AmeriChip,
Inc., of which, 720 shares were traded for all of the 225,000 shares of common
stock outstanding of AmeriChip Ventures, Inc., which became a wholly owned
subsidiary. This transaction created a minority interest in AmeriChip, Inc. of
20%. The aforementioned 225,000 shares were exchanged in May 2003 for 60,000,000
shares of common stock of AmeriChip International Inc. as part of the reverse
merger acquisition. As the Company had no par value for its stock and had
negative stockholders' equity at the date of the merger, a discount on common
stock in the amount of $26,345 was recorded in the accompanying consolidated
financial statements for the year ended November 30, 2003. During the year ended
November 30, 2004, the board of directors elected to cancel the discount and
subsequently raise additional paid-in capital.

In the year ended November 30, 2003, the Company issued 5,350,000 shares of
common stock upon exercise of stock options at an average of $0.15 per share for
consulting services with a fair value of $783,000. The fair value was determined
using the fair market value of the stock on the date of issuance.

NOTE 6 - CORNELL CAPITAL PARTNERS LP FINANCING

Following guidance by EITF 00-27 the Company allocates proceeds received from
convertible notes and/or securities first to warrants granted to the note
holders. The value of the warrants and the beneficial conversion feature are
recorded on the balance sheet as a debt discount and as an increase to
shareholders equity. The discounts are amortized over the life of the loans.

In accordance with EITF 98-5 and 00-27, the amount of beneficial conversion is
determined at the commitment date of each debt instrument as the difference
between the stated conversion price within the instrument and the fair market
value at the date of the draw-down on the debt instrument.

On May 25, 2004, the Company entered into a Standby Equity Distribution
Agreement and various security and debenture agreements with Cornell Capital
Partners LP (hereinafter "Cornell Capital") in order to provide the Company with
up to $6,300,000 of funding over approximately the next 24 months. These
agreements are subject to limitation on borrowing and conversion of debt to
equity. As part of its obligation under the agreements, the Company filed a
registration statement on Form SB-2 to register the common stock issued to
Cornell Capital and the common stock issuable in accordance with the terms of
the equity distribution agreement. As of November 30, 2004, the Company has
received a total of $662,500 under these agreements net of associated costs
totaling $137,500. The Company also issued 3,134,329 shares of common stock
valued at $210,000 as the commitment fee associated with this agreement. The
commitment fee was deemed to be a deferred debt offering cost and is being
amortized as a financing expense over the effective period of 24 months.
Amortization for the year ended November 30, 2004 was $52,500.

Standby Equity Agreement Transactions

In August 2004, the Company signed a short-term promissory note (Note 1) in
favor of Cornell Capital for $225,000. Terms of the note included a stipulated
interest rate of 12% and a provision for full repayment within sixty-two
calendar days. The note is convertible at the holder's option any time up to
maturity at a conversion price equal to the lower of 120% of the of the closing
bid price of the common stock as listed on a principal market as of the date of
the debenture or an amount equal to 80% of the lowest closing bid price of the
Company's common stock for the five trading days immediately preceding the
conversion date. The Company received $206,125 in cash and incurred related fees
and expenses of $18,875, which were expensed to financing costs. During the year
ended November 30, 2004, Cornell Capital converted the loan into 5,809,251
shares of common stock in payment of the aforementioned note principal and
related interest of $3,901. The Company had a beneficial conversion feature of
$56,250 attributed to the aforementioned debt. According to EITF 00-27, because
the debt was convertible at issuance, the debt discount was recorded as a charge
to interest and was immediately expensed. The effective interest rate is
approximately 2% on interest, 8% on financing fees and 25% on the beneficial
conversion feature for a total of 35%.


                                       17
<PAGE>

AMERICHIP INTERNATIONAL INC.
(Formerly Southborrough Ventures, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
November 30, 2004
--------------------------------------------------------------------------------

In November 2004, the Company signed a short-term promissory note (Note 2) in
favor of Cornell Capital for $275,000. Terms of the note included a stipulated
interest rate of 12% and a provision for full repayment within eighty-nine
calendar days. The note is convertible at the holder's option any time up to
maturity at a conversion price equal to the lower of 120% of the of the closing
bid price of the common stock as listed on a principal market as of the date of
the debenture or an amount equal to 80% of the lowest closing bid price of the
Company's common stock for the five trading days immediately preceding the
conversion date. The Company received $249,375 in cash and incurred related fees
and expenses of $25,625, which are being amortized as a financing expense over
the duration of the note. Amortization for the year ended November 30, 2004 was
$4,319. In the year ended November 30, 2004, Cornell Capital converted 3,243,210
shares of common stock in payment of $50,000 of principal for the aforementioned
note. Subsequent to November 30, 2004, Cornell Capital converted 4,961,842
shares of common stock for payment of the remaining note principal of $225,000
and related interest of $10,464. The Company had a beneficial conversion feature
of $68,750 attributed to the aforementioned debt. According to EITF 00-27,
because the debt was convertible at issuance, the debt discount was recorded as
a charge to interest and was immediately expensed. The effective interest rate
is approximately 4% on interest, 9% on financing fees and 25% on the beneficial
conversion feature for a total of 38%.

Convertible Debenture

In May 2004, the Company signed a short-term promissory note (Loan 3) in favor
of Cornell Capital for $300,000. Terms of the debenture agreement include a
maturity date of May 25, 2007, an interest rate of 5% per annum, and a provision
for the holder to convert unpaid principal and interest into Company common
stock. The debenture is convertible at the holder's option any time up to
maturity at a conversion price equal to the lower of 120% of the of the closing
bid price of the common stock as listed on a principal market as of the date of
the debenture or an amount equal to 80% of the lowest closing bid price of the
Company's common stock for the five trading days immediately preceding the
conversion date. In connection with the debenture, the Company received $207,000
in cash and incurred loan fees and expenses of $93,000 which are being amortized
as a financing expense over the three-year life of the debenture and a preferred
conversion feature of $99,107, which was expensed. According to EITF 00-27,
because the debt was convertible at issuance, the debt discount was recorded as
a charge to interest and was immediately expensed. During the year ended
November 30, 2004, the Company recorded amortization of $15,500 and $7,500 of
interest expense. The effective interest rate is approximately 15% on interest,
31% on financing fees and 33% on the beneficial conversion feature for a total
of 79%. Subsequent to November 30, 2004, Cornell Capital converted 2,403,846
shares of common stock at $0.0199 per share for payment of principal in the
amount of $50,000.


                                       18
<PAGE>

AMERICHIP INTERNATIONAL INC.
(Formerly Southborrough Ventures, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
November 30, 2004
--------------------------------------------------------------------------------

The following is a summary of debt transactions with Cornell Capital during the
year ended November 30, 2004:

                                   Loan 1      Loan 2      Loan 3       Total
                                  ---------   ---------   ---------   ---------
Promissory Note
   12% annual interest
   term: 62 days                    225,000          --          --     225,000
Promissory Note
   12% annual interest
   term: 89 days                         --     275,000          --     275,000
Convertible Debenture
   5% annual interest
   term: 3 years                         --          --     300,000     300,000
                                  ---------   ---------   ---------   ---------
Total Notes at Face Value           225,000     275,000     300,000     800,000
   Less: principal payments
         converted by stock        (225,000)    (50,000)         --    (275,000)
   Less: Discount due to
         related financing costs    (18,875)    (25,625)    (93,000)   (137,500)
   Add:  Amortization
         of related financing
         costs                       18,875       4,319      15,500      19,819
                                  ---------   ---------   ---------   ---------

Total Current Debt                $      --   $ 203,694   $ 222,500   $ 426,194
                                  =========   =========   =========   =========

As of November 30, 2004, the Company had accrued unpaid interest on the above
transactions of $2,188.

In January 2005, the Company signed a short-term promissory note (Loan 4) in
favor of Cornell Capital for $250,000. Terms of the note included a stipulated
interest rate of 12% and a provision for full repayment within eighty-two
calendar days. The note is convertible at the holder's option any time up to
maturity at a conversion price equal to the lower of 120% of the of the closing
bid price of the common stock as listed on a principal market as of the date of
the debenture or an amount equal to 80% of the lowest closing bid price of the
Company's common stock for the five trading days immediately preceding the
conversion date. The Company received $226,250 in cash and incurred related fees
and expenses of $23,750, which will be amortized as financing expense over the
duration of the note. Cornell Capital also converted 2,873,065 shares of common
stock in payment of $150,000 of principal for the aforementioned note. The
Company had a beneficial conversion feature of $62,250 attributed to the
aforementioned debt. According to EITF 00-27, because the debt was convertible
at issuance, the debt discount was recorded as a charge to interest and was
immediately expensed. The effective interest rate is approximately 3% on
interest, 10% on financing fees and 25% on the beneficial conversion feature for
a total of 38%.


                                       19
<PAGE>

AMERICHIP INTERNATIONAL INC.
(Formerly Southborrough Ventures, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
November 30, 2004
--------------------------------------------------------------------------------

NOTE 7 - CONTRACTS AND AGREEMENTS

CEOcast, Inc.

In November 2003, the Company executed a six-month agreement with CEOcast, Inc.
(hereinafter "CEOcast") to provide consulting services for AmeriChip. CEOcast is
entitled to receive $10,000 upon signing the agreement, 300,000 shares of common
stock, and $10,000 per month for six months commencing on December 2003. During
the year ended November 30, 2004, 300,000 shares of common stock valued on the
date of grant at a fair value of $30,000 were issued and recorded as consulting
expense, and CEOcast agreed to cancel the agreement with no penalties and to
cancel the amounts owed to CEOcast by the Company.

In July 2004, the Company signed a new agreement with CEOcast whereby the
Company paid a retainer of $5,000 and issued 2,000,000 shares of common stock
valued on the date of grant at a fair value of $140,000. The Company also agreed
to pay $5,000 per month commencing in August 2004. During the year ended
November 30, 2004, the Company paid $17,000 to CEOcast under the terms of the
agreement. All amounts were immediately recorded as consulting expense.

RM Communications

In October 2003, the Company executed a six-month agreement with RM
Communications (hereinafter "RMC"), to provide services and website development
for AmeriChip. RMC is entitled to receive $2,000 per month for six months,
100,000 shares of common stock upon signing the agreement, 100,000 shares of
common stock upon completion of services, and 300,000 three-year warrants, which
will expire in January 22, 2007. The warrants are exercisable per the following
terms: 100,000 warrants at $0.30, 100,000 warrants at $0.40, and 100,000
warrants at $0.50. The warrants were determined to have an estimated fair value
of $54,000. The Company will also pay additional costs incurred by RMC in
performance of the contract. During the year ended November 30, 2004, the
Company issued 100,000 shares of common stock valued on the date of grant at a
fair value of $18,000, 300,000 warrants, and $9,000 in cash to RMC. All amounts
were immediately recorded as consulting expense.

In April 2004, the Company executed a continuation of the aforementioned
agreement for an additional year. RMC is entitled to receive $3,500 per month,
200,000 shares of common stock upon signing the agreement, and 3-year warrants
exercisable at $0.25, payable in increments of 150,000 to be issued at the
beginning of each quarter. In the year ended November 30, 2004, the Company
issued 750,000 warrants under the agreement, valued at the fair value on the
date of grants of $31,500. The warrant value was immediately expensed to
consulting. Subsequent to November 30, 2004, the 200,000 shares of common stock
were issued and valued with a fair market value determined on the date of grant
of $20,000.

Consulting Contracts

In September 2003, the Company entered into two, four-year agreements with
consultants to provide administrative, shareholder inquiry and press
dissemination services to AmeriChip. Each contract provides for 750,000 shares
of common stock to be issued to the consultants. Common stock of 1,500,000
shares was issued in 2003 for these contracts with a fair value of the shares
determined to be $330,000 on the date of grant. This amount was immediately
recorded as consulting expense.


                                       20
<PAGE>

AMERICHIP INTERNATIONAL INC.
(Formerly Southborrough Ventures, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
November 30, 2004
--------------------------------------------------------------------------------

NOTE 8 - LONG -TERM DEBT

In September 2003, the Company entered into a one-year agreement with a
consultant to provide consulting services to AmeriChip to develop overseas
markets for 1,500,000 shares of common stock. Those shares were issued in 2003,
determined to have a fair value of $210,000 and were immediately expensed to
consulting.

In August 2004, the Company through its wholly owned subsidiary, AmeriChip Tool
& Abrasives LLC, entered into an agreement to acquire certain assets of National
Abrasive Systems, Co. (hereinafter "NASCO"), a Michigan corporation. NASCO is
considered to be a related party because its president is also the president of
the AmeriChip International Inc.

Assets acquired included inventory, equipment, and intangible assets. The
transaction was funded by the Company's execution of a $250,000 promissory note
and a UCC-1 security interest in the assets acquired. In recording the
transaction, the Company assigned fair values to the equipment and inventory,
and no additional value to intangible assets acquired. The purchase was recorded
as follows:

      Furniture and fixtures                                      $  6,000
      Machinery and equipment                                       14,000
      Inventory                                                    230,000
                                                                  --------
      Total purchase price                                        $250,000
                                                                  ========

Terms of the ten-year promissory note include 3.5% interest per annum. Payment
of the note includes payment of interest only of $729.17 for the first six
months and monthly payments thereafter of $2,417. Payments are due on this note
as follows for the next five years:

      2005                                                        $23,940
      2006                                                        $29,004
      2007                                                        $29,004
      2008                                                        $29,004
      2009                                                        $29,004

The balance of the note at November 30, 2004 was as follows:

      Related party note                                        $ 250,000
      Less: Current portion                                       (23,940)
                                                                ---------
      Long-term portion                                         $ 226,060
                                                                =========


                                       21
<PAGE>

AMERICHIP INTERNATIONAL INC.
(Formerly Southborrough Ventures, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
November 30, 2004
--------------------------------------------------------------------------------

As part of the transaction, the Company also issued 150,000 shares of its common
stock valued at $9,000 to two NASCO shareholders for their execution of one-year
non-competition agreements in favor of the Company. These non-competition
agreements are included in other assets on the balance sheet as intangible
assets. The cost is being amortized on the straight-line method over the term of
the arrangements. Amortization of $2,250 has been charged to expense as of
November 30, 2004.

NOTE 9 - TECHNOLOGY RIGHTS AND PATENTS

In the year ended November 30, 2003, the Company acquired rights to patents held
by AmeriChip Ventures, Inc., a wholly owned subsidiary of AmeriChip
International Inc. These patents are for a process known as Laser Assisted Chip
Control technology ("LACC") which can be used in manufacturing.

Technology licenses and patents are stated at cost. Amortization is provided
using the straight-line method over the remaining estimated useful lives of the
assets, which is ten years.

The following is a summary of technology licenses and patents and accumulated
amortization:

                                                November 30,       November 30,
                                                    2004               2003
                                                -----------        -----------
      Technology licenses and patents           $    42,069        $    42,069
         Less accumulated amortization              (17,353)           (13,146)
                                                -----------        -----------
                                                $    24,716        $    28,923
                                                ===========        ===========

Amortization expense for the technology licenses and patents was $4,207 and
$4,507, during the years ended November 30, 2004 and 2003, respectively.

NOTE 10 - RELATED PARTY TRANSACTIONS

The Company has a related party payable for advances from shareholders totaling
$166,407 and $89,338 as of November 30, 2004 and 2003, respectively. These
advances are uncollateralized, non-interest bearing and are payable upon demand.

In the year ended November 30, 2004 and 2003, there were 5,000,000 and 750,000,
respectively, of stock options issued to a related party under the S-8 stock
option plan. See Note 4.

See Note 12 regarding the licensing agreement with shareholders.


                                       22
<PAGE>

AMERICHIP INTERNATIONAL INC.
(Formerly Southborrough Ventures, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
November 30, 2004
--------------------------------------------------------------------------------

NOTE 11 - RESTATEMENT AND CORRECTION OF AN ERROR

The accompanying consolidated financial statements for 2003 have been restated
to correct information concerning accrued interest. The Company originally
accrued interest on the outstanding accrued balances when it should have been
accrued on the outstanding principal. The effect of the restatement was to
increase accrued interest by $110,000, increase interest expense by $110,000 and
increase net loss by $110,000. Accumulated deficit was increased by $110,000.
This correction represents the accrual of interest on the licensing agreement.

Subsequent to the issuance of the original financial statements for the year
ended November 30, 2004, management discovered that a certain accounting
position and information was not correct. The financial statements have been
restated to correct errors for interest payments made to related parties,
additional issuance of common stock, an improperly recorded expense and the
recognition of beneficial conversion features and related interest and financing
expenses of convertible debt and loans made to the Company by Cornell Capital.

The Company was advised by the staff of the Securities and Exchange Commission
(the "SEC Staff") as part of a registration filing, that the accounting
treatment of debt offering costs, related amortization and beneficial conversion
features of the Cornell Capital convertible debenture and promissory notes
should be reexamined. The Company agreed with the position of the SEC Staff and
has corrected the information. The debt offering cost, which was netted against
the $300,000 convertible debenture has been reported as an asset and is being
amortized over the life of the Standby Equity Agreement, which is two years. The
beneficial conversion features of the promissory notes and convertible debenture
are being immediately expensed in accordance with EITF 00-27 because the debt
was convertible at issuance. All related amortization and financing expenses are
also being immediately expensed to financing costs.

The effect of the restatements for the period ended November 30, 2004 was to
increase accumulated deficit $195,859, increase net loss $196,309 and had an
immaterial effect on earnings per share. These changes were caused by an
increase in deferred debt offering costs of $210,000, less amortization of
$52,500, which were incorrectly recorded as a $207,000 deferred issuance cost
against the $300,000 convertible debenture with Cornell Capital. The deferred
debt offering cost should have only been recorded as an amortizable asset
against the Standby Equity Agreement. The increase in convertible debentures,
net of discounts of $143,626 incorrectly overstated the preferential conversion
features associated with the promissory notes with Cornell Capital. This amount
includes removing the aforementioned deferred issuance cost of $207,000 and
including the corrected beneficial conversion amount of $99,107 and correcting
the amortization of the beneficial conversion features previously accounted for.
The decrease in accrued interest of $5,000 includes incorrectly overstated
accrued interest of $12,500 which was paid in cash on related party notes and
understated interest due on promissory notes with Cornell Capital. The increase
in additional paid in capital of $212,633 includes the change in beneficial
conversion features and the incorrectly calculated related expenses of the
convertible debenture and promissory notes with Cornell Capital. The decrease in
consulting services of $12,500 was improperly classified. The increase in common
stock issuance was due to 30,000 shares being improperly recorded. These shares


                                       23
<PAGE>

AMERICHIP INTERNATIONAL INC.
(Formerly Southborrough Ventures, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
November 30, 2004
--------------------------------------------------------------------------------

were issued for services, but only 50,000 of the contracted 80,000 shares were
valued. The shares have now been valued at $0.07 per share, per the original
agreement and have increased the common stock by $30, additional paid in capital
by $2,070 and consulting expense by $2,100.The increase in interest and
financing expense of $206,259 includes the previously unrecognized amounts for
related costs and beneficial conversion features of the convertible debenture
and promissory notes with Cornell Capital. This amount includes a beneficial
conversion feature in the amount of $99,107 and corrections for of $107,152 of
amortization and interest expenses.

                          Year Ended November 30, 2004
--------------------------------------------------------------------------------

                                           As Originally                 As
                                              Reported                Restated
                                           -------------            -----------
Financial Position:

Deferred Offering Costs                     $        --             $   157,500
Convertible Debentures                      $   282,568             $   426,194
Accrued Interest                            $   277,188             $   272,188
Common Stock                                $   128,757             $   128,787
Additional Paid In Capital                  $ 3,906,358             $ 4,121,061
Accumulated Deficit                         $(5,217,423)            $(5,413,282)

Results of Operations:

Gross Profit                                $    23,750             $    23,750
Expenses                                    $(3,030,232)            $(3,019,832)
Other income (expense)                      $  (265,043)            $  (471,302)
Net Loss                                    $(3,271,525)            $(3,467,834)
Net loss per share                          $     (0.03)            $     (0.03)

NOTE 12 - COMMITMENTS AND CONTINGENCIES

The Company entered into a standby equity distribution agreement and various
security and debenture agreements with Cornell Capital. (See Note 6.) The
Company agreed to reserve 81,119,403 shares of common shares under these
agreements and to pursue a registration of these shares with Securities and
Exchange Commission. As of November 30, 2004, 9,053,141 common shares have been
distributed to Cornell Capital in accordance with these agreements and another
10,238,753 common shares prior to March 10, 2005.


                                       24
<PAGE>

AMERICHIP INTERNATIONAL INC.
(Formerly Southborrough Ventures, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
November 30, 2004
--------------------------------------------------------------------------------

Operating Lease

During the year ended November 30, 2004, the Company entered into an operating
lease for a vehicle and paid a refundable security deposit of $925 and lease
payments of approximately $2,733. The remaining approximate lease payments for
this contract are as follows:

      2005                                                        $10,931
      2006                                                        $10,931
      2007                                                        $10,931
      2008                                                        $ 8,198

Rental Agreement

During the year ended November 30, 2004, the Company signed a lease agreement
and made a deposit of $2,000 for the rental of office space in Plymouth,
Michigan. The lease term is for five years and payments of $2,000 per month on a
gradually increasing scale. The remaining lease payments for this contract are
as follows:

      2005                                                        $18,000
      2006                                                        $24,300
      2007                                                        $25,500
      2008                                                        $26,700
      2009                                                        $27,900

Pending Purchase Agreement

During the year ended November 30, 2004, the Company placed a deposit of $50,000
on the purchase of a robotic arm that works in tandem with the Company's laser
technology. This purchase will allow the Company to implement the patented LACC
process. The Company has a balance on the purchase of $179,845.

GSI Lumonics

GSI Lumonics is a leading provider of laser equipment. The Company has granted
GSI Lumonics the option of being the exclusive supplier of laser equipment to
the Company. This is being done, in part, as a result of GSI's participation and
support of the Company during the research and development stage.

Licensing Agreement

In January 2003, the Company entered into a cancelable licensing agreement for
patented technology (see Note 9) with three shareholders which required
aggregate payments of $1,000,000 to each of the three shareholders, payable in
monthly installments of $10,000 to each shareholder. Interest on the unpaid
principal is accrued at prime plus 1% or 5%, whichever is greater. The Company
is currently in default under the agreement, due to non-fulfillment of the
insurance clause provision of the contract. The Company is seeking to obtain
insurance to satisfy this provision. The accrued principal due the shareholders
at November 30, 2004 and 2003 was $660,000 and $300,000, respectively and is
included in the related party payable. The accrued interest on the principal is
$275,000 and $125,000 and is included in the accrued interest. During the year
ended November 30, 2004, the Company paid interest due to two shareholders in
the amount of $20,500. The Company also recognized monthly expenses in the year
ended November 30, 2004 and 2003, totaling $360,000 and $300,000, respectively,
under the licensing agreement as license expense. The three shareholders have
agreed to a suspension of payments until the Company begins generating revenues
from operations. The amounts owed will continue to accrue monthly.


                                       25
<PAGE>

AMERICHIP INTERNATIONAL INC.
(Formerly Southborrough Ventures, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
November 30, 2004
--------------------------------------------------------------------------------

NOTE 13 - SUBSEQUENT EVENTS

Warrants

Subsequent to November 30, 2004, 1,050,000 stock warrants previously issued
under certain consulting agreements were cancelled. The Company issued 3,200,000
new three-year warrants to acquire 3,200,000 shares of common stock at an
exercise price of $0.035 per share. Additional fair value of the warrants
determined on the new grant date of $19,524 was expensed to consulting and
150,000 warrants of the aforementioned new issuance were exercised for common
stock for cash of $5,250, which approximates the fair value on the date of
grant.

Common Stock

Subsequent to November 30, 2004, the Company issued 9,640,667 shares of common
stock for an average of $0.02 per share for convertible debt of $400,000 and
related interest costs of $10,464. The value of these shares was determined by
the agreement between the Company and Cornell Capital Partners LP. (See Note 6)
The Company also issued 150,000 shares of common stock for the exercise of
warrants for cash of $5,250.

American Production Machining, LLC

On April 23, 2003, the Company executed a letter of intent with American
Production Machining, LLC (hereinafter "APM") to acquire certain assets of APM
subject to the execution of a definitive agreement. APM is manufacturer of
automotive, truck and aircraft parts. They use computer numerical controlled
machines and state of the art inspection equipment. On October 16, 2003, the
Company executed a definitive Asset Purchase Agreement which required the
payment of cash and the assumption of $1,900,000 in liabilities owed by APM to
Comerica Bank. The original closing date for this transaction was November 15,
2003, although the deadline was subsequently extended to January 24, 2004. The
Company has secured the financing resources to pursue this acquisition with its
agreement with Cornell Capital. In August 2004, the Company tendered a bid to
the United States Bankruptcy Court to pursue its acquisition of APM. APM
continues to operate under bankruptcy protection during this period.

KSI Machine and Engineering Inc.

On September 14, 2004, the Company executed a letter of intent with KSI Machine
and Engineering, Inc. (hereinafter "KSI") to acquire all of KSI's outstanding
stock. KSI is a manufacturer of automotive die and mold castings which use
horizontal spindle 5 axis computer numerical controlled machines. During the
year ended November 30, 2004, the Company paid a deposit of $50,000 for this
agreement. On December 7, 2004 the Company paid an additional $100,000 and
signed a purchase agreement with KSI. As of the report date of these financial
statements, this acquisition has not been completed. The Company intends to
continue pursuing this acquisition.


                                       26
<PAGE>

AMERICHIP INTERNATIONAL INC.
(Formerly Southborrough Ventures, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
November 30, 2004
--------------------------------------------------------------------------------

Cornell Capital Partners LP

Subsequent to November 30, 2004, the Company had additional transactions with
Cornell Capital which are more fully described in Note 6.


                                       27
<PAGE>

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

      None.

ITEM 8A.  CONTROLS AND PROCEDURES

      The Company's management has evaluated, with the participation of its
principal executive and principal financial officers, or persons performing
similar functions, the effectiveness of the issuer's disclosure controls and
procedures, as of November 30, 2004.

      a. Management of the issuer has evaluated, with the participation of its
principal executive and principal financial officers, or persons performing
similar functions, the effectiveness, as of 11-30-04 of the issuer's internal
control over financial reporting. The framework on which management's evaluation
of the Company's internal control over financial reporting is based must be a
suitable, recognized control framework that is established by a body or group
that has followed due-process procedures, including the broad distribution of
the framework for public comment.

      b. The management of the Company has evaluated, with the participation of
the it's principal executive and principal financial officers, or persons
performing similar functions, any change in the issuer's internal control over
financial reporting, that occurred during the fiscal year ended 11-30-04 that
has materially affected, or is reasonably likely to materially affect, the
issuer's internal control over financial reporting.

      c. The Company's disclosure controls and procedures are designed to ensure
that information required to be disclosed by the issuer in the reports that it
files or submits under the Securities Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the Commission's
rules and forms. These include, without limitation, controls and procedures
designed to ensure that information required to be disclosed by an issuer in the
reports that it files or submits under the Act is accumulated and communicated
to the issuer's management, including its principal executive and principal
financial officers, or persons performing similar functions, as appropriate to
allow timely decisions regarding required disclosure.

      d. The Company believes that its internal control over financial
reporting, defined as a process designed by, or under the supervision of, it's
principal executive and principal financial officers, or persons performing
similar functions, and effected by the it's Board of Directors, management and
other personnel, provides reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles and
includes those policies and procedures that:


                                       25
<PAGE>


      1. Pertain to the maintenance of records that in reasonable detail
accurately and fairly reflect the transactions and dispositions of its assets;

      2. Provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance with
generally accepted accounting principles, and that receipts and expenditures of
the issuer are being made only in accordance with authorizations of it's
management and directors; and

      3. Provide reasonable assurance regarding prevention or timely detection
of unauthorized acquisition, use or disposition of the issuer's assets that
could have a material effect on the financial statements.


ITEM 8B. OTHER INFORMATION

No reports on Form 8-K were filed in the forth quarter ended November 30, 2004.


                                       26
<PAGE>

                                    PART III

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

EXECUTIVE OFFICERS AND DIRECTORS

The directors and executive officer as of November 30, 2004 are as follows:

      Name                       Age        Position
      ----------------           ---        ------------------------------------
      Marc Walther               49         Chief Executive Officer and Director
      Edward Rutkowski           40         Director, Vice President Research &
                                            Development
      Russ Weldon                74         Director

The following is a brief description of the background of our directors and
executive officers.

Background Information

Marc Walther. Mr. Walther is our Chief Executive Officer and a Director since
May, 2003. Since May 2003, Mr. Walther has served our Company in several
capacities, most recently as its Chief Executive Officer and a director. Prior
to joining our Company, Mr. Walther was an original founder in AmeriChip
Ventures, Inc. and AmeriChip, Inc. In 2001, Mr. Walther purchased Canadian
Grinding Wheel Company and the Wright Abrasive Company located in Hamilton
Ontario Canada. Since 1999 Mr. Walther has also been the owner and President of
National Abrasive Systems Company) a manufacturer and distributor of various
abrasive products throughout the north eastern United States. Mr. Walther is
still affiliated with that company, which he acquired in 1999.

Edward Rutkowski. Mr. Rutkowski is a member of our Board of Directors and has
been serving in that capacity since May 2003. Mr. Rutkowski has also served the
Company in a variety of capacities since May 2003, most recently as Vice
President Operations / Research & Development and President of AmeriChip Tool
and Abrasives. Prior to joining the Company, Mr. Rutkowski founded Americhip,
Inc. and Americhip Ventures in January 2001. Between 1993 and January 2001, Mr.
Rutkowski had been employed in various capacities involving product engineering,
technical support, distribution and marketing of products within the automotive
industry, most recently as a distribution account specialist for Komet of
America and prior to working with Komet, Mr. Rutkowski worked as a Supplier
Product Engineer for EWIE Company of Romeo, MI. In 1993, Mr. Rutkowski developed
and was issued the patent for the AmeriChip laser chip control process which is
currently held by Americhip.

Russ Weldon. Mr. Weldon is a member of our Board of Directors and has been
serving in that capacity since July, 2004. Mr. Weldon has spent over 40 years in
the automotive industry in a career that has spanned all aspects of the
industry. Mr. Weldon currently provides consulting services to companies engaged
in all areas of the Company's target markets. Prior to earning a mechanical
engineering degree at the University of Washington, Mr. Weldon apprenticed as a
tool and die maker. Mr. Weldon's professional experiences have included work
with companies including Distel Tools and Machining, Detroit, MI; ITT, Higgby,
Detroit, MI; Allied Products of Chicago, IL and Saturn, Springhill, TN. For the
past five years (5) Mr. Weldon has been a commissioned salesman and consultant
to Distel Tools and Machining of Detroit, MI.


                                       27
<PAGE>

COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires that
the Company directors and executive officers, and persons who own more than ten
percent (10%) of the Company's outstanding common stock, file with the
Securities and Exchange Commission (the "Commission") initial reports of
ownership and reports of changes in ownership of Common Stock. Such persons are
required by the Commission to furnish the Company with copies of all such
reports they file. The Company's knowledge, based solely on a review of the
copies of such reports furnished to the Company and written representation, as
of December 31, 2003, all of the Section 16(a) filing requirements applicable to
its officers, directors and greater than 10% beneficial owners have been
satisfied.

Audit Committee

The principal functions of the Audit Committee is to recommend the annual
appointment of the Company's auditors concerning the scope of the audit and the
results of their examination, to review and approve any the Company's internal
control procedures. Our audit committee consists of Mr. Peter Wanner, a
certified public accountant and Mr. Russ Weldon. The Board of Directors believes
that the Audit Committee, are capable of concluding that the Company's
disclosure controls and procedures were effective for purposes of the Securities
Exchange Act of 1934 filings with the Securities and Exchange Commission.

Family Relationships

There are no family relationships between any two or more of our directors or
executive officers. There is no arrangement or understanding between any of our
directors or executive officers and any other person pursuant to which any
director or officer was or is to be selected as a director or officer, and there
is no arrangement, plan or understanding as to whether non-management
shareholders will exercise their voting rights to continue to elect the current
board of directors. There are also no arrangements, agreements or understandings
to our knowledge between non-management shareholders that may directly or
indirectly participate in or influence the management of our affairs.

Involvement in Certain Legal Proceedings

      To the best of our knowledge, during the past five years, none of the
following occurred with respect to a present or former director or executive
officer of the Company: (1) any bankruptcy petition filed by or against any
business of which such person was a general partner or executive officer either
at the time of the bankruptcy or within two years prior to that time; (2) any
conviction in a criminal proceeding or being subject to a pending criminal
proceeding (excluding traffic violations and other minor offenses); (3) being
subject to any order, judgment or decree, not subsequently reversed, suspended
or vacated, of any court of any competent jurisdiction, permanently or
temporarily enjoining, barring, suspending or otherwise limiting his involvement
in any type of business, securities or banking activities; and (4) being found
by a court of competent jurisdiction (in a civil action), the Securities and
Exchange Commission or the commodities futures trading commission to have
violated a federal or state securities or commodities law, and the judgment has
not been reversed, suspended or vacated.


                                       28
<PAGE>

      ITEM 10. EXECUTIVE COMPENSATION

Summary Compensation Table. The following table sets forth the annual and
long-term compensation for services in all capacities for the fiscal years ended
November 30, 2004, 2003 and 2002, paid to our most highly compensated executive
officers.

                           Summary Compensation Table

<TABLE>
<CAPTION>
                                                         Annual Compensation                        Long Term Compensation
                                              -----------------------------------------    -----------------------------------------
                                                                                             Awards
                                                                                           -----------
                                                                                           Restricted     Securities
                                                                                              Stock       Underlying      All Other
Name and Principal Position                       Year          Salary         Bonus         Award(s)       Options     Compensation
---------------------------                   -----------    -----------    -----------    -----------    -----------   ------------
<S>                                               <C>        <C>                     <C>            <C>            <C>           <C>
David Howard(1)                                   2004       $         0             --             --             --            --
Former Chairman of the Board of                   2003       $         0             --             --             --            --
Directors and former Officer                      2002       $         0             --             --             --            --

Marc Walther                                      2004       $         0             --             --             --            --
Chief Executive Officer, President and            2003       $         0             --             --             --            --
member of the Board of Directors                  2002       $         0             --             --             --            --

Ed Rutkowski                                      2004       $         0             --             --             --            --
Director, Vice President of Research and          2003       $         0             --             --             --            --
Development, Chief Operating Officer              2002       $         0             --             --             --            --

John Taylor                                       2004       $         0             --             --             --            --
Former President and Chief                        2003       $         0             --             --             --            --
Executive Officer                                 2002       $    12,000             --             --             --            --
</TABLE>

----------

(1)   David Howard retired and was replaced as a director by Russ Weldon on July
      19, 2004.


                                       29
<PAGE>

           Aggregated Option Exercises in Last Fiscal Year And Fiscal
                             Year-End Option Values

The Company has not issued any stock options to any of the executive officers
listed in the Summary Compensation Table above.

Compensation of Directors

We have no standard arrangement pursuant to which our Directors are compensated
for services provided as a Director.

Employment Agreements

      On October 22, 2003, the Board of Directors approved the AmeriChip
International Inc. 2003 Nonqualified Stock Option Plan under which employees,
officers, directors and consultants are eligible to receive grants of stock
options. AmeriChip has reserved a total of 20,000,000 shares of common stock
under the 2003 Nonqualified Stock Option Plan. It is presently administered by
the Board of Directors. Subject to the provisions of the 2003 Nonqualified Stock
Option Plan, the Board of Directors has full and final authority to select the
individuals to whom options will be granted, to grant the options and to
determine the terms and conditions and the number of shares issued pursuant
thereto.

Change in Control

      There are no arrangements which would result in payments to any officers
or directors in the event of a change-in-control of AmeriChip.

Indemnification

      Our Articles of Incorporation and Bylaws provide that we may indemnify an
officer or director who is made a party to any proceeding, including a lawsuit,
because of his position, if he acted in good faith and in a manner he reasonably
believed to be in our best interest. In certain cases, we may advance expenses
incurred in defending any such proceeding. To the extent that the officer or
director is successful on the merits in any such proceeding as to which such
person is to be indemnified, we must indemnify him against all expenses
incurred, including attorney's fees. With respect to a derivative action,
indemnity may be made only for expenses actually and reasonably incurred in
defending the proceeding, and if the officer or director is judged liable, only
by a court order. The indemnification is intended to be to the fullest extent
permitted by the laws of the State of Nevada.

      Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") may be permitted to our directors, officers and
controlling persons pursuant to the foregoing provisions, or otherwise, we have
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.


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<PAGE>

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table shows the amount of our capital stock beneficially owned by
our directors, the executive officers named in the Summary Compensation Table
above and by all directors and executive officers as a group as of November 30,
2004. Unless otherwise indicated, beneficial ownership is direct and the person
indicated has sole voting and investment power. As of November 30, 2004, we had
128,757,225 shares of common stock outstanding.

                                                          Shares
                                                       Beneficially    Percent
Name and Address                      Title of Class    Owned (1)    of Class(1)
----------------                      --------------    ---------    -----------


David Howard(2)
9282 General Drive
Plymouth, MI 48170                    Common            20,000,000       15.5%
Marc Walther
9282 General Drive
Plymouth, MI 48170                    Common            20,000,000       15.5%
Edward Rutkowski
9282 General Drive
Plymouth, MI 48170                    Common            20,000,000       15.5%
Officers and Directors as a Group
(3 Persons)                           Common            60,000,000       46.5%


----------

*     Less than 1%.

(1)   Applicable percentage of ownership is based on 128,757,225 shares of
      common stock outstanding as of November 30, 2004, together with applicable
      options for each shareholder. Beneficial ownership is determined in
      accordance with the rules of the Securities and Exchange Commission and
      generally includes voting or investment power with respect to securities.
      Shares of common stock subject to options that are currently exercisable
      or exercisable within sixty days of November 30, 2004 are deemed to be
      beneficially owned by the person holding such options for the purpose of
      computing the percentage of ownership of such person, but are not treated
      as outstanding for the purpose of computing the percentage ownership of
      any other person.

(2)   David Howard retired and was replaced as a director by Russ Weldon on July
      19, 2004.


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<PAGE>

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      On March 22, 2003 the terms of the Agreement and Plan of Reorganization
dated February 27, 2003, were consummated pursuant to which we, AVI and AVI
shareholders agreed to effect a reorganization under Section 368 (a) (1) (B) of
the Internal Revenue Code of 1986, as amended. Pursuant to the Agreement and
Plan of Reorganization, we acquired all of the issued and outstanding shares of
AVI's common stock with the result that AVI is now our wholly owned subsidiary
corporation. In exchange, for the shares of AVI, we issued 60 million shares
common stock to David Howard, the former Chairman of the Board of Directors,
Marc Walther, our President and Chief Executive Officer, and Ed Rutkowski, one
of our directors. Each of the foregoing individuals received 20 million shares
of common stock and were the sole shareholders of AVI.

      On January 21, 2003, Ed Rutkowski, transferred his patent, which covers
the technology discussed hereinafter, to AVI. In consideration of the transfer
of the patent, we are obligated to pay the following:

      Messrs Howard, Walther and Rutkowski, each shall receive US $1 million
payable at the rate of $10,000 on or before the first day of each calendar month
beginning September 1, 2003 with interest accruing on any unpaid balance at the
greater of (i) five percent (5%) and (ii) the prime rate plus 1% as reported in
the Wall Street Journal on the first business day following each July and
January 1, of each year until paid in full. The Company may repay any or all of
this amount without penalty. Messrs Howard, Walther and Rutkowski have agreed to
a suspension in payments until we begin generating revenues from operations;
however, the amounts owed will continue to accrue.

      The Company has a related party payable for advances from shareholders
totaling $166,407 and $89,338 as of November 30, 2004 and 2003, respectively.
These advances are uncollateralized, non-interest bearing and are payable upon
demand.

      Mr. Walther is the President of National Abrasives System, Co. He is also
the President/ CEO and Director of our Company. In the transaction with National
Abrasives System, Co., Mr. Walther received a note from the Company for
$250,000. During the Company's Board of Directors meeting held to approve the
purchase of National Abrasives System, Co., Mr. Walther abstained from voting.

      In January 2003, the Company entered into a cancelable licensing agreement
for patented technology (see Note 9) with three shareholders which required
aggregate payments of $1,000,000 to each of the three shareholders, payable in
monthly installments of $10,000 to each shareholder. Interest on the unpaid
principal is accrued at prime plus 1% or 5%, whichever is greater. The Company
is currently in default under the agreement, due to non-fulfillment of the
insurance clause provision of the contract. The Company is seeking to obtain
insurance to satisfy this provision. The accrued principal due the shareholders
at November 30, 2004 was $660,000 and is included in the related party payable.
The accrued interest on the principal is $275,000 and is included in the accrued
interest. During the year ended November 30, 2004, the Company paid interest due
to two shareholders in the amount of $20,500. The Company recognized monthly
expenses totaling $360,000 under the licensing agreement as license expense. The
three shareholders have agreed to a suspension of payments until the Company
begins generating revenues from operations. The amounts owed will continue to
accrue monthly.

      We believe that each of the above referenced transactions was made on
terms no less favorable to us than could have been obtained from an unaffiliated
third party. Furthermore, any future transactions or loans between us and our
officers, directors, principal stockholders or affiliates, and any forgiveness
of such loans, will be on terms no less favorable to us than could be obtained
from an unaffiliated third party, and will be approved by a majority of our
directors.


                                       32
<PAGE>

ITEM 13. EXHIBITS

3.1   Company's Amended and Restated Articles of Incorporation (1)

3.2   Company's Revised Amended and Restated Bylaws (1)

14.1  Code of Business Conduct (2)

10.1  Patent Licensing Agreement, dated January 21, 2003, by and between
      Amerchip, Inc. and Americhip Ventures (2)

10.2  Shareholder Agreement, dated February 24, 2003, by and among David Howard,
      Edward Rutkowski and Marc Walther. (2)

10.3  Agreement, dated October 22, 2003, by and between RM Communications and
      Amerchip, Inc. (2)

10.4  Agreement, dated April 1, 2004, by and between RM Communications and
      Amerchip, Inc. (2)

10.5  Purchase and Sele of Business Assets Agreement, dated August 1, 2004,
      between National Abrasive Systems, Co. and Amerchip Tool and Abrasives,
      LLC (2)

10.6  Promissory Note issued on August 1, 2004 by Amerchip Tool and Abrasives,
      LLC to National Abrasive Systems, Co. (2)

10.7  Security Agreement, dated on August 1, 2004 between Amerchip Tool and
      Abrasives, LLC to National Abrasive Systems, Co. (2)


10.8  Promissory Note issued on August 2, 2004 by Amerchip, Inc. to Cornell
      Capital (2)

10.9  Promissory Note issued on September 30, 2004 by Amerchip, Inc. to Cornell
      Capital (2)

10.10 Promissory Note issued on January 10, 2004 by Amerchip, Inc. to Cornell
      Capital (2)


23.1  Consent of Independent Auditors (3)

31.1  Certification of Chief Executive Officer Pursuant to Section 302 of the
      Sarbanes-Oxley Act. (3)

31.2  Certification of Principal Financial and Accounting Officer Pursuant to
      Section 302 of the Sarbanes-Oxley Act. (3)

32.1  Certification of Chief Executive Officer Pursuant to Section 906 of the
      Sarbanes-Oxley Act. (3)

32.2  Certification of Chief Accounting Officer Pursuant to Section 906 of the
      Sarbanes-Oxley Act. (3)

(1) Incorporated by reference to the Registrant's Registration Statement on Form
SB-2 filed on December 4, 2001.
(2) Incorporated by reference to the Registrant's Annual Report on Form 10-KSB
filed on March 15, 2005.
(3) Filed herewith.

ITEM 14: PRINCIPAL ACCOUNTANT FEES AND SERVICES

AUDIT FEES

      Williams & Webster, P.S. ("Williams & Webster") billed us in the aggregate
amount of $68,181 and $17,207 for professional services rendered for their audit
of our annual financial statements and their reviews of the financial statements
included in our Forms 10-QSB for the year ended November 30, 2004 and November
30, 2003, respectively, and review of and SB2 registration statement.


                                       33
<PAGE>

AUDIT-RELATED FEES

      Williams & Webster did not bill us for, nor perform professional services
rendered for assurance and related services that were reasonably related to the
performance of audit or review of the Company's financial statements for the
fiscal years ended November 30, 2004 and November 30, 2003, respectively.

TAX FEES

      Williams & Webster did not bill us for, nor were perform professional
services rendered for tax related services for the fiscal years ended November
30, 2004 and November 30, 2003, respectively

ALL OTHER FEES

Williams & Webster did not bill us for, nor were perform professional services
rendered during the last two fiscal years, other than as reported above.


                                       34
<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934 the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

      AmeriChip International Inc.

By: Marc Walther
    President, Chief Executive Officer, Principal
    Accounting Officer, Chairman
    of the Board of Directors
    October 17, 2005

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


/s/ Marc Walther

Marc Walther
President, Chief Executive Officer, Principal
Accounting Officer, Chairman
of the Board of Directors
October 17, 2005


/s/ Edward Rutkowski

Edward Rutkowski
Director
October 17, 2005


/s/ Russ Weldon

Russ Weldon
Director
October 17, 2005


                                       35