UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

             QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

               For the Quarterly Period Ended: September 30, 2005


                        Commission File Number: 000-50601


                            EZCOMM ENTERPRISES, INC.
        (Exact name of small business issuer as specified in its charter)


            DELAWARE                                       33-0827004
(State or other jurisdiction of                (IRS Employer Identification No.)
 incorporation or organization)

              16-7 SMJUNG-DONG, OJUNG-GU, BUCHEON, KYONGGI-DO KOREA
                    (Address of principal executive offices)

                                 82-32-676-6283
                           (Issuer's telephone number)


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

                                YES |X|    NO |_|

         Indicate by check mark whether the  registrant  is a shell  company (as
defined in Rule 12b-2 of the Exchange Act). YES |_| NO |X|

         As of November 21, 2005,  311,659,748 shares of the registrant's common
stock were outstanding.


         Transitional  Small Business  Disclosure Format (Check One):

                                Yes |_|    No |X|


<PAGE>


                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

PART I - FINANCIAL INFORMATION

Item 1.     Financial Statements...............................................1

Item 2.     Management's Discussion and Analysis or Plan of Operation.........19

Item 3.     Controls and Procedures...........................................33


PART II - OTHER INFORMATION

Item 6.      Exhibits.........................................................34

Signatures   .................................................................35


<PAGE>


                         PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                            EZCOMM ENTERPRISES, INC.
                           Consolidated Balance Sheets
                           September 30, 2005 and 2004

                                                       2005            2004
                                                   ------------    ------------
                                     ASSETS
CURRENT
    Cash and cash equivalents (note 3) .........   $     49,809    $     97,817
    Accounts receivable (net of allowance for
      doubtful accounts $46,287; 2004 -
      $22,224) (note 15) .......................      1,875,899       2,378,157
    Inventory (note 4) .........................         60,840          95,203
    Advances to a  related company (note 5) ....      1,476,055         601,509
    Prepaid and sundry assets ..................        169,098         154,678
                                                   ------------    ------------
                                                      3,631,701       3,327,364

PROPERTIES AND EQUIPMENT (note 6) ..............      9,147,716       8,858,947

INVESTMENTS (note 7) ...........................        509,482         616,714

INTANGIBLE ASSETS ..............................        164,107         170,963
                                                   ------------    ------------
                                                   $ 13,453,006    $ 12,973,988
                                                   ============    ============

                                   LIABILITIES
CURRENT
    Accounts payable ...........................   $  6,935,450    $  4,773,734
    Rental deposits (note 8) ...................        153,440         195,525
    Loans payable - current portion (note 9) ...     10,154,011       5,309,094
    Advances from shareholder and officer
       (note 10) ...............................        307,535           8,105
                                                   ------------    ------------
                                                     17,550,436      10,286,458

ACCRUED SEVERANCE ..............................        384,305         354,562

DEPOSIT (note 16) ..............................      1,403,497       1,575,932

LOANS PAYABLE (note 9) .........................        310,961       1,675,827

CONVERTIBLE DEBENTURES (note 11) ...............           --         1,737,705
                                                   ------------    ------------
                                                     19,649,199      15,630,484
                                                   ------------    ------------

                            STOCKHOLDERS' DEFICIENCY

CAPITAL STOCK (note 12) ........................         30,816           3,537

PAID IN CAPITAL ................................     16,408,578      15,223,558

ACCUMULATED OTHER COMPREHENSIVE LOSS ...........     (1,656,302)     (1,200,607)

ACCUMULATED DEFICIT ............................    (20,979,285)    (16,682,984)
                                                   ------------    ------------
                                                     (6,196,193)     (2,656,496)
                                                   ------------    ------------
                                                   $ 13,453,006    $ 12,973,988
                                                   ============    ============


                                       -1-
<PAGE>


<TABLE>
                            EZCOMM ENTERPRISES, INC.
                Consolidated Statements of Stockholders' Deficit
                  Nine Months Ended September 30, 2005 and 2004
                                   (Unaudited)


<CAPTION>
                                                            PAID IN       ACCUMULATED
                                                           CAPITAL IN         OTHER                          TOTAL
                              NUMBER OF      CAPITAL        EXCESS OF     COMPREHENSIVE    ACCUMULATED    STOCKHOLDERS'
                               SHARES         STOCK         PAR VALUE         LOSS           DEFICIT        DEFICIT
                            ------------   ------------   ------------    ------------    ------------    ------------
<S>                           <C>          <C>            <C>             <C>             <C>             <C>
Balance, January 1, 2004
   (note 12) ............     35,368,800   $      3,537   $ 15,223,558    $ (1,167,171)   $(14,293,380)   $   (233,456)

   Foreign exchange on
      translation .......           --             --             --           (33,436)           --           (33,436)

    Net loss ............           --             --             --              --        (2,389,604)     (2,389,604)
                            ------------   ------------   ------------    ------------    ------------    ------------

Balance, September 30,
   2004 .................     35,368,800   $      3,537   $ 15,223,558    $ (1,200,607)   $(16,682,984)   $ (2,656,496)
                            ============   ============   ============    ============    ============    ============


Balance, January 1, 2005
   (note 12) ............     35,368,800   $      3,537   $ 15,223,558    $ (1,676,719)   $(18,028,969)   $ (4,478,593)

  Issuance of common
     shares by
     subsidiary .........           --             --        1,284,181            --              --         1,284,181

  Common shares issued
     on acquisition of
     Eugene Science, Inc.
     (note 12) ..........    272,790,948         27,279        (99,161)           --              --           (71,882)

   Unrealized loss on
     investments ........           --             --             --           (70,926)           --           (70,926)

   Foreign exchange on
     translation ........           --             --             --            91,343            --            91,343

   Net loss .............           --             --             --              --        (2,950,316)     (2,950,316)
                            ------------   ------------   ------------    ------------    ------------    ------------

Balance, September 30,
   2005 .................    308,159,748   $     30,816   $ 16,408,578    $ (1,656,302)   $(20,979,285)   $ (6,196,193)
                            ============   ============   ============    ============    ============    ============
</TABLE>


                                      -2-
<PAGE>


                            EZCOMM ENTERPRISES, INC.
                      Consolidated Statements of Operations
                  Nine Months Ended September 30, 2005 and 2004
                                   (Unaudited)

                                                     2005             2004
                                                -------------    -------------
REVENUE
    Manufacturing ...........................   $     399,201    $   1,849,542
    Merchandise .............................         391,278          496,170
                                                -------------    -------------
                                                      790,479        2,345,712
                                                -------------    -------------
COST OF SALES
    Manufacturing ...........................         308,203        1,759,193
    Merchandise .............................         310,028          512,439
                                                -------------    -------------
                                                      618,231        2,271,632
                                                -------------    -------------
GROSS PROFIT ................................         172,248           74,080
                                                -------------    -------------
EXPENSES
    Salaries, employee benefits, and
        retirement allowance ................         684,239          642,743
    Research and development ................         270,950          291,498
    Professional fees .......................         198,070          111,595
    Travel ..................................         107,895           40,942
    Repairs and maintenance .................          68,024           45,177
    Office and general ......................          64,743           51,502
    Utilities ...............................          39,925           43,319
    Advertising, promotion, and entertainment          17,748          142,527
    Insurance ...............................           7,480           12,969
    Bad debts ...............................           2,474              905
    Rent ....................................           1,588            1,234
    Foreign exchange ........................            --                 34
    Depreciation ............................         310,035          271,274
                                                -------------    -------------
                                                    1,773,171        1,655,719
                                                -------------    -------------
OPERATING LOSS ..............................      (1,600,923)      (1,581,639)
                                                -------------    -------------
OTHER INCOME (EXPENSES)
    Net rental income .......................         103,870          102,433
    Miscellaneous income (loss) .............          16,296          (55,172)
    Interest expense - net ..................      (1,304,518)        (739,142)
    Interest - other (note 16) ..............        (132,343)        (116,084)
    Financing fees ..........................         (32,698)            --
                                                -------------    -------------
                                                   (1,349,393)        (807,965)
                                                -------------    -------------
NET LOSS ....................................   $  (2,950,316)   $  (2,389,604)
                                                =============    =============
BASIC LOSS PER SHARE ........................   $       (0.01)   $       (0.01)
                                                =============    =============
WEIGHTED AVERAGE NUMBER OF SHARES (note 12) .     272,790,948      272,790,948
                                                =============    =============


                                      -3-
<PAGE>


                            EZCOMM ENTERPRISES, INC.
                      Consolidated Statements of Operations
                 Three Months Ended September 30, 2005 and 2004
                                   (Unaudited)

                                                     2005             2004
                                                -------------    -------------
REVENUE
    Manufacturing ...........................   $     104,410    $     576,608
    Merchandise .............................         169,755          198,533
                                                -------------    -------------
                                                      274,165          775,141
                                                -------------    -------------
COST OF SALES
    Manufacturing ...........................          59,215          606,456
    Merchandise .............................         134,487          174,605
                                                -------------    -------------
                                                      193,702          781,061
                                                -------------    -------------
GROSS PROFIT ................................          80,463           (5,920)
                                                -------------    -------------
EXPENSES
    Salaries, employee benefits, and
        retirement allowance ................         211,044          200,346
    Professional fees .......................          76,848           42,358
    Research and development ................          55,928          109,211
    Office and general ......................          32,960           13,766
    Repairs and maintenance .................          25,558           14,208
    Travel ..................................          21,680           12,279
    Utilities ...............................          14,359           11,166
    Insurance ...............................           3,437            3,244
    Advertising, promotion, and entertainment           1,339            7,800
    Rent ....................................           1,588            1,234
    Bad debts recovered .....................          (5,673)         (19,685)
    Depreciation ............................         114,177           93,413
                                                -------------    -------------
                                                      553,245          489,340
                                                -------------    -------------
OPERATING LOSS ..............................        (472,782)        (495,260)
                                                -------------    -------------
OTHER INCOME (EXPENSES)
    Net rental income .......................          31,365           31,574
    Miscellaneous income (loss) .............              28             (365)
    Interest expense - net ..................        (469,167)        (257,140)
    Financing fees ..........................            (276)            --
                                                -------------    -------------
                                                     (438,050)        (225,391)
                                                -------------    -------------
NET LOSS ....................................   $    (910,832)   $    (721,191)
                                                =============    =============
BASIC LOSS PER SHARE ........................   $        0.00    $        0.00
                                                =============    =============
WEIGHTED AVERAGE NUMBER OF SHARES (note 12) .     272,790,948      272,790,948
                                                =============    =============


                                      -4-
<PAGE>


<TABLE>
                            EZCOMM ENTERPRISES, INC.
                      Consolidated Statements of Cash Flows
                  Nine Months Ended September 30, 2005 and 2004
                                   (Unaudited)

<CAPTION>
                                                           2005           2004
                                                       -----------    -----------
<S>                                                    <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
    Net loss .......................................   $(2,950,316)   $(2,389,604)
    Adjustments for:
      Depreciation .................................       488,739        444,512
      Amortization of intangible assets ............        53,500         48,048
    Change in non-cash working capital
      Accounts receivable ..........................       818,252       (167,956)
      Inventory ....................................       (47,018)       243,834
      Accounts payable .............................     1,356,224      1,003,880
      Accrued severance ............................       (35,801)        41,886
      Prepaid and sundry assets ....................        (1,261)       (52,323)
      Rental deposits ..............................          --           55,892
                                                       -----------    -----------
                                                          (317,681)      (771,831)
                                                       -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES
      Acquisition of property and equipment ........        (7,364)      (244,256)
      Intangible assets ............................       (33,859)       (55,637)
                                                       -----------    -----------
                                                           (41,223)      (299,893)

CASH FLOWS FROM FINANCING ACTIVITIES
      Advances to a related company ................      (578,666)      (608,355)
      Deposit ......................................      (343,112)     1,559,392
      Loans payable ................................      (224,181)      (423,131)
      Advances from shareholders and officer .......       236,133        (76,248)
      Issuance of common stock .....................     1,282,769           --
                                                       -----------    -----------
                                                           372,943        451,658
                                                       -----------    -----------
FOREIGN EXCHANGE ON CASH AND CASH EQUIVALENTS ......          (911)        19,933
                                                       -----------    -----------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS        13,128       (600,133)

CASH AND CASH EQUIVALENTS - BEGINNING OF YEAR ......        36,681        697,950
                                                       -----------    -----------
CASH AND CASH EQUIVALENTS - END OF YEAR ............   $    49,809    $    97,817
                                                       ===========    ===========

INTEREST AND INCOME TAXES PAID

During the year, the company had cash flows
    arising  from  interest and income
    taxes paid as follows:

    Interest paid ..................................   $    87,262    $   296,753
                                                       ===========    ===========
    Income taxes paid ..............................   $      --      $      --
                                                       ===========    ===========
</TABLE>


                                      -5-
<PAGE>


                             EZCOMM ENTEPRISES, INC.
                   Notes to Consolidated Financial Statements
                           September 30, 2005 and 2004
                                   (Unaudited)


1.    DESCRIPTION OF BUSINESS AND GOING CONCERN

      a)    Description of Business

            Ezcomm  Enterprises,  Inc. ("the  Company") was formerly an inactive
            public  shell  company  incorporated  under the laws of the State of
            Delaware, with no significant operations.

            The Korean subsidiary,  Eugene Science, Inc.,  operating in Bucheon,
            Kyunggi-Do, Korea, was founded on July 1, 1997 under the laws of the
            Republic of Korea to manufacture and sell bio-technology products.

            In  September  2005,  the Company  entered  into a  reverse-takeover
            transaction  with Eugene  Science, Inc.,  whereby  89.5% of  all the
            outstanding  shares of the  Korean  subsidiary  were  exchanged  for
            272,790,948  shares of the Company.  As a result of the transaction,
            the  shareholders of Eugene Science, Inc. will  control 88.5% of the
            Company.  While the  Company is the legal  parent,  Eugene  Science,
            Inc., as a result of the reverse-takeover, became the parent company
            for accounting purposes.

            The Company manufactures CZTM series cholesterol-lowering functional
            food ingredients,  beverages and capsules fortified with CZTM series
            ingredients,  and ordinary corn oil. The  merchandise  sales include
            the purchase and resale of vegetable oil products  which include the
            ingredients of CZTM series.

      b)    Going Concern

            The Company's financial  statements are presented on a going concern
            basis, which contemplates the realization of assets and satisfaction
            of  liabilities  in the normal  course of business.  The Company has
            experienced  recurring losses since 2000 and has negative cash flows
            from  operations that raise  substantial  doubt as to its ability to
            continue as a going  concern.  For the periods  ended  September 30,
            2005 and 2004, the Company  experienced net losses of $2,950,316 and
            $2,389,604 respectively.

            For 2004 and 2005,  the Company  had no sales from its main  product
            CZTM,  which  accounted  for 16% of its total sales and an estimated
            gross margin of 28% in 2003.

            The  Company's  ability  to  continue  as a  going  concern  is also
            contingent  upon  its  ability  to  secure   additional   financing,
            initiating sale of its product and attaining profitable operations.

            In May 2005, plant sterols,  the main ingredient of CZTM series, was
            formally approved as a health function food ingredient by the Korean
            Food & Drug  Administration,  making it possible  for the Company to
            advertise  the  cholesterol-lowering   function  of  CZTM  and  food
            enriched with CZTM. The Company expects that the favorable change in
            the  regulation  will  strongly  help in selling  CZTM to major food
            companies.  The Company has also developed new capsule products that
            are efficient and  convenient in delivering  the health  function of
            CZTM. The Company is actively developing sales channels for CZTM and
            the capsule products.


                                      -6-
<PAGE>


                            EZCOMM ENTERPRISES, INC.
                   Notes to Consolidated Financial Statements
                           September 30, 2005 and 2004
                                   (Unaudited)


1.    DESCRIPTION OF BUSINESS AND GOING CONCERN (cont'd)

            The  Company  also  plans to  strengthen  the  cooperation  with its
            international  partners to restart shipping to overseas markets. The
            Company  expects to sell CZTM to major food  companies  through  its
            international  strategic  partners  such as Archer  Daniels  Midland
            Company.  In regards to CZTM  capsules,  the  Company  also plans to
            provide a large volume to the United States  market  starting in the
            fourth quarter of 2005 or early 2006 through marketing  companies in
            the United States.

            In  addition,  management  is  pursuing  various  sources  of equity
            financing.   Although  the  Company   plans  to  pursue   additional
            financing,  there can be no assurance  that the Company will be able
            to secure financing when needed or obtain such on terms satisfactory
            to the Company, if at all.

            The financial  statements do not include any  adjustments to reflect
            the possible future effects on the recoverability and classification
            of assets or the amounts and  classification of liabilities that may
            result from the  possible  inability of the Company to continue as a
            going concern.


2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      The  accounting  policies of the Company are in accordance  with generally
      accepted accounting  principles of the United States of America, and their
      basis of  application  is  consistent.  Outlined  below are those policies
      considered particularly significant:

      a)    Basis of Presentation

            The consolidated  financial  statements  include the accounts of the
            Company,  and its 74% owned subsidiary  UcoleBio Corp.  Intercompany
            accounts and  transactions  have been  eliminated on  consolidation.
            These  consolidated  financial  statements  reflect all adjustments,
            which  are,  in the  opinion  of  management,  necessary  for a fair
            presentation of the results for the year.

      b)    Unit of Measurement

            The US  Dollar  has been  used as the unit of  measurement  in these
            financial statements.


                                      -7-
<PAGE>


                            EZCOMM ENTERPRISES, INC.
                   Notes to Consolidated Financial Statements
                           September 30, 2005 and 2004
                                   (Unaudited)


2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd)

      c)    Revenue Recognition

            The Company generates  revenues from sales of manufactured goods and
            merchandise, as well as rental of the company's buildings.

            Revenues from products sales are recognized in accordance with Staff
            Accounting  Bulletin  No.  101  "Revenue  Recognition  in  Financial
            Statements"  ("SAB No. 101") when  delivery  has  occurred  provided
            there is persuasive  evidence of an  agreement,  the fee is fixed or
            determinable and collection of the related receivable is probable.

            The Company retains  substantially  all of the benefits and risks of
            ownership of its income properties and therefore accounts for leases
            with its tenants as operating leases.

      d)    Government Grants

            Government   grants  are  recognized  as  income  over  the  periods
            necessary  to  match  them  with the  related  costs  that  they are
            intended to compensate.

      e)    Currency Translation

            The  Company's  functional  currency is Korean won.  Adjustments  to
            translate those  statements  into U.S.  dollars at the balance sheet
            date are recorded in other comprehensive income.

            Foreign  currency  transactions  of the Korean  operation  have been
            translated  to Korean Won at the rate  prevailing at the time of the
            transaction.  Realized  foreign  exchange gains and losses have been
            charged to income in the year.

      f)    Cash and Equivalents

            Highly liquid  investments  with  maturities of three months or less
            when purchased are considered cash equivalents and recorded at cost,
            which approximates fair value.

      g)    Properties and Equipment

            Properties  and  equipment  are stated at cost.  Major  renewals and
            betterments  are  capitalized  and   expenditures  for  repairs  and
            maintenance  are  charges to expense as  incurred.  Depreciation  is
            computed using the straight-line method over the following periods:

                   Building                              20-40 years
                   Machinery                                10 years
                   Vehicles                                  5 years
                   Furniture and equipment                 3-5 years


                                      -8-
<PAGE>


                            EZCOMM ENTERPRISES, INC.
                   Notes to Consolidated Financial Statements
                           September 30, 2005 and 2004
                                   (Unaudited)


2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd)

      h)    Intangible Assets

            Intangible  assets such as cost of obtaining  industrial  rights and
            patents are stated at cost, net of  depreciation  computed using the
            straight-line method over 5 to 10 years.

      i)    Inventories

            Inventories are stated at the lower of cost or net realizable value.
            Net  realizable  value is determined by deducting  selling  expenses
            from selling price.

            The cost of  inventories  is  determined  on the first-in  first-out
            method,  except  for  materials-in-transit  for which  the  specific
            identification method is used.

      j)    Investments

            Investments in  available-for-sale  securities are being recorded in
            accordance with FAS-115  "Accounting for Certain Investments in Debt
            and  Equity  Securities".   Equity  securities  that  are  not  held
            principally for the purpose of selling in the near term are reported
            at fair  market  value  with  unrealized  holding  gains and  losses
            excluded  from  earnings  and  reported as a separate  component  of
            stockholders' equity.

      k)    Use of Estimates

            Preparation of financial  statements in accordance  with  accounting
            principles  generally  accepted  in the  United  States  of  America
            requires  management to make estimates and  assumptions  that affect
            the amounts  reported in the financial  statements and related notes
            to financial  statements.  These estimates are based on management's
            best  knowledge  of  current  events and  actions  the  Company  may
            undertake in the future.  Actual results may ultimately  differ from
            estimates,  although  management  does not believe such changes will
            materially affect the financial statements in any individual year.

      l)    Financial Instruments

            Fair  values  of  cash   equivalents,   short-term   and   long-term
            investments and short-term debt approximate cost. The estimated fair
            values of other financial  instruments,  including debt,  equity and
            risk  management  instruments,  have been  determined  using  market
            information and valuation  methodologies,  primarily discounted cash
            flow analysis.  These  estimates  require  considerable  judgment in
            interpreting  market data,  and changes in assumptions or estimation
            methods could significantly affect the fair value estimates.


                                      -9-
<PAGE>


                            EZCOMM ENTERPRISES, INC.
                   Notes to Consolidated Financial Statements
                           September 30, 2005 and 2004
                                   (Unaudited)


2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd)

      m)    Recent Accounting Pronouncements

            In November 2004, the FASB issued SFAS No. 151,  "Inventory  Costs -
            an  amendment  of ARB No.  43,  Chapter  4"  (Statement  151).  This
            statement  amends the guidance in ARB No. 43, Chapter 4,  "Inventory
            Pricing," to clarify the  accounting  for  abnormal  amounts of idle
            facility  expense,  freight,  handling  costs,  and wasted  material
            (spoilage).  As currently  worded in ARB 43, Chapter 4, the term "so
            abnormal"  was  not  defined  and  its  application  could  lead  to
            unnecessary  noncomparability of financial reporting. This Statement
            eliminates  that term and requires that those items be recognized as
            current-period charges regardless of whether they meet the criterion
            of  "so  abnormal."  In  addition,   this  Statement  requires  that
            allocation of fixed  production  overhead to the costs of conversion
            be based on the normal  capacity of the production  facilities.  The
            adoption  of  Statement  151 will not have a material  impact on the
            Company's consolidated financial statements.

            In  December  2004,  the FASB issued  SFAS No.  153,  "Exchanges  of
            Non-monetary Assets - an amendment of APB Opinion No. 29" (Statement
            153).  This  Statement  amends Opinion 29 to eliminate the exception
            for non-monetary exchanges of similar productive assets and replaces
            it with a general  exception  for exchanges of  non-monetary  assets
            that do not have commercial  substance.  A non-monetary exchange has
            commercial  substance  if the  future  cash  flows of the entity are
            expected to change  significantly  as a result of the exchange.  The
            adoption of FAS 153 will not have a material impact on the Company's
            consolidated financial statements.

            In  December  2004,  the FASB  issued a  revision  to SFAS No.  123,
            "Share-Based  Payment"  (Statement 123R). This Statement  requires a
            public entity to measure the cost of employee  services  received in
            exchange for an award of equity  instruments based on the grant-date
            fair value of the award (with limited exceptions). That cost will be
            recognized  over the period during which the employee is required to
            provide service in exchange for the award  requisite  service period
            (usually the vesting period). No compensation cost is recognized for
            equity  instruments  for which employees do not render the requisite
            service.   Employee   share   purchase  plans  will  not  result  in
            recognition  of  compensation  cost if certain  conditions  are met;
            those  conditions  are much the same as the  related  conditions  in
            Statement 123. This Statement is effective for public  entities that
            do not file as a small  business  issuers as of the beginning of the
            first interim or annual  reporting period that begins after June 15,
            2005.  This  Statement  applies  to all  awards  granted  after  the
            required  effective  date and to awards  modified,  repurchased,  or
            cancelled  after  that  date.  The  cumulative  effect of  initially
            applying  this  Statement,  if any, is recognized as of the required
            effective date and is not expected to have a material  impact on the
            Company's consolidated financial statements.


                                      -10-
<PAGE>


                            EZCOMM ENTERPRISES, INC.
                   Notes to Consolidated Financial Statements
                           September 30, 2005 and 2004
                                   (Unaudited)


3.    CASH AND CASH EQUIVALENTS

      The Company had  provided a $9,590  (2004 - $44,423)  bond as security for
      payment on future purchases from a vendor.


4.    INVENTORY

      Inventory  includes  $23,559 (2004 - $50,980) of finished  goods,  $37,024
      (2004  -  $29,823)  of  raw  materials,  and  $257  (2004  -  $14,400)  of
      merchandise.


5. ADVANCES TO A RELATED COMPANY

      Advances  to a company  which  has the same  major  shareholder  and chief
      executive officer bear interest at 9% per annum and are due on demand. The
      company  is in  financial  difficulty  and  thus,  collectability  of  the
      advances is uncertain.


6.    PROPERTIES AND EQUIPMENT

      Properties and equipment are comprised as follows:

                                             2005                        2004
                                         ACCUMULATED                 Accumulated
                               COST     DEPRECIATION       Cost     Depreciation
                           -----------   -----------   -----------   -----------
Land ...................   $ 4,328,306   $      --     $ 3,922,104   $      --
Buildings ..............     3,314,886       752,425     3,003,791       548,820
Equipment ..............     3,955,597     1,741,057     3,596,611     1,248,833
Furniture and fixtures .       932,698       890,289       897,354       763,260
                           -----------   -----------   -----------   -----------

                           $12,531,487   $ 3,383,771   $11,419,860   $ 2,560,913
                           ===========   ===========   ===========   ===========

Net carrying amount ....                 $ 9,147,716                 $ 8,858,947
                                         ===========                 ===========


                                      -11-
<PAGE>


                            EZCOMM ENTERPRISES, INC.
                   Notes to Consolidated Financial Statements
                           September 30, 2005 and 2004
                                   (Unaudited)


6.    PROPERTIES AND EQUIPMENT (cont'd)

      The land and  buildings  have been  pledged as security for a bank loan as
      described  in note 9, the  same  bank's  guarantee  of a note  payable  as
      described  in note 9, and a rental  deposit as described in note 8. During
      the 2004 year, the Company  defaulted on its payments of the loans and the
      bank  with the first  charge  on the  Company's  properties  attempted  to
      auction off the Company's  properties through court action.  Also, various
      creditors of the Company have put a provisional  seizure on the properties
      to  protect  their  loans.  The  appraised  value  of the  properties  was
      $9,952,000.  However,  in July 2005, the bank cancelled the auction of the
      properties  on the  Company's  payment of auction  administrative  cost of
      $173,000. The loan remains in default.


7.    INVESTMENTS

                                                            2005          2004
                                                          --------      --------
Private company ..............................    7.5%    $509,117      $601,718
Company with same major shareholder and CEO ..   4.58%           1             1
Other marketable securities ..................                 364        14,995
                                                          --------      --------

                                                          $509,482      $616,714
                                                          ========      ========


      Included in  investments  are  certain  shares of a private  company  with
      carrying  value of $269,832 (2004 - $318,911) that are pledged as security
      for a trade payable in the amount of $297,725 (2004 - $315,514).


8.    RENTAL DEPOSITS

      A rental deposit of $57,540 (2004 - $52,140) is secured by a charge on the
      land and  buildings as described in note 6. The charge is  subordinate  to
      the prior claim held by the bank as described in note 9.


                                      -12-
<PAGE>


                            EZCOMM ENTERPRISES, INC.
                   Notes to Consolidated Financial Statements
                           September 30, 2005 and 2004
                                   (Unaudited)


9.    LOANS PAYABLE

<TABLE>
<CAPTION>
                                                            2005           2004
                               CURRENT      LONG-TERM       TOTAL          Total
                             -----------   -----------   -----------   -----------
<S>                          <C>           <C>           <C>           <C>
Bank loans ...............   $ 5,703,812   $      --     $ 5,703,812   $ 5,561,932
Bank loan #2 .............     1,913,972          --       1,913,972          --
Note payable #1 ..........     2,281,086          --       2,281,086          --
Notes payable (#2, 3, & 4)       179,997          --         179,997     1,010,032
Government loans (#1 & 2)         60,759       310,961       371,720       356,472
Loan payable - customer ..        14,385          --          14,385        56,485
                             -----------   -----------   -----------   -----------

                             $10,154,011   $   310,961   $10,464,972   $ 6,984,921
                             ===========   ===========   ===========   ===========
</TABLE>

      Bank Loans

      The bank loans bear interest at 4.5% to 18% and are due on demand.  A bank
      loan of $3,688,207 (2004 - $3,686,628) is secured by a first charge on the
      land and  buildings  as  described  in note 6. The Company is currently in
      default of these loans and, as such, the bank attempted to auction off the
      Company's  properties  through court action.  However,  in July 2005,  the
      auction of the  properties  was cancelled by the bank as described in note
      6.

      In  addition  to the  security  mentioned  above,  a loan in the amount of
      $1,289,815  (2004 - $1,168,769) is guaranteed by Korea  Technology  Credit
      Guarantee  Fund, a government  operated fund.  Additionally,  another bank
      loan of  $273,822  is  guaranteed  by the chief  executive  officer  as at
      September 30, 2005.

      Bank Loan #2

      The bank loan bears interest at 4.6% per annum,  is unsecured,  and due on
      maturity on December 22, 2005.

      Note Payable #1

      The note payable from Korea Technology Credit Guarantee Fund, a government
      operated fund, bears interest at 21% per annum, is guaranteed by the chief
      executive officer, and is due on demand.

      Notes Payable #2, 3, & 4

      The notes payable bear  interest at 0% to 9% and are due on demand.  As at
      September 30, 2004, a note payable of $850,751 was  guaranteed by the bank
      with the first charge on the Company's  land and buildings as described in
      note 6. The loan was  repaid by the same  bank in the  fourth  quarter  of
      2004.


                                      -13-
<PAGE>


                            EZCOMM ENTERPRISES, INC.
                   Notes to Consolidated Financial Statements
                           September 30, 2005 and 2004
                                   (Unaudited)


9.    LOANS PAYABLE (cont'd)

      Government Loan #1

      The loan is  non-interest  bearing,  unsecured,  repayable in three annual
      payments of $20,253 and matures  February  2006. The Company is in arrears
      on the  2004  and  2005  annual  payments.  Total  amount  outstanding  at
      September 30, 2005 was $60,759.

      Government Loan #2

      The loan is  non-interest  bearing,  unsecured,  and is repayable when the
      projects related to the loan have been completed.

      Loan Payable - customer

      The loan  payable  from a  customer  is  non-interest  bearing  and due on
      demand.


10.   ADVANCES FROM SHAREHOLDERS AND OFFICER

                                                       2005         2004
                                                     --------     --------
      Advances from shareholders ...............     $ 70,470     $   --
      Advances from Chief executive officer ....      237,065        8,105
                                                     --------     --------
                                                     $307,535     $  8,105
                                                     ========     ========

      The advances from  shareholders are non-interest  bearing and is repayable
      on demand.

      The advances from the chief executive officer,  who is also a shareholder,
      bears interest at 9% per annum and is repayable on demand.


                                      -14-
<PAGE>


                            EZCOMM ENTERPRISES, INC.
                   Notes to Consolidated Financial Statements
                           September 30, 2005 and 2004
                                   (Unaudited)


11.   CONVERTIBLE DEBENTURES

      Pursuant to SFAS No. 150,  "Accounting for Certain  Financial  Instruments
      with  Characteristics of both Liabilities and Equity" the Company accounts
      for the convertible  debentures as a liability at face value and no formal
      accounting recognition is assigned to the value inherent in the conversion
      feature.

      As at September 30, 2004,  the Company had a convertible  debenture with a
      face  value  of  $1,737,705,  a  guarantee  yield of  8.64%  per  annum on
      maturity, and an annual coupon rate of 3% payable quarterly. The debenture
      was  convertible,  to a maximum of 1,538,460 shares of common stock at any
      time prior to three  business  days before the maturity date of October 9,
      2004.  During 2004, the Company  defaulted on the repayment of convertible
      bond and its guarantor,  KOTEC (Korea  Technology  Credit  Guarantee Fund)
      repaid  the  balance  on  behalf  of the  Company.  The  debt to  KOTEC is
      reflected  in the books and records of the  Company as note  payable #1 as
      described in note 9.


12.   CAPITAL STOCK

      Authorized:
        480,000,000 common shares, par value $0.0001 (2004 - $0.0001)
         20,000,000 preferred shares, par value $0.0001 (2004 - $0.0001)



                                                              2005         2004
      Issued:
         308,159,748 (2004 - 35,368,800) common shares     $ 30,816     $  3,537
                                                           ========     ========

      On September 30, 2005, in accordance with a Share Exchange Agreement dated
      September 1, 2005, the Company entered into a reverse-takeover transaction
      with Eugene Science, Inc.,  whereby 89.5% of all the outstanding shares of
      the  Korean  subsidiary  were  exchanged  for  272,790,948  shares  of the
      Company.  As a result  of the  transaction,  the  shareholders  of  Eugene
      Science, Inc. control 88.5% of the Company. While the Company is the legal
      parent, Eugene Science, Inc., as a result of the reverse-takeover,  became
      the parent company for accounting purposes.

      The financial  statements have been retroactively  adjusted to reflect the
      reverse-takeover transaction.


                                      -15-
<PAGE>


                            EZCOMM ENTERPRISES, INC.
                   Notes to Consolidated Financial Statements
                           September 30, 2005 and 2004
                                   (Unaudited)


13.   INCOME TAXES

      The  Company   accounts  for  income  taxes  pursuant  to  SFAS  No.  109,
      "Accounting  for Income  Taxes".  This Standard  prescribes the use of the
      liability method whereby deferred tax asset and liability account balances
      are determined based on differences  between  financial  reporting and tax
      bases of assets and  liabilities  and are  measured  using the enacted tax
      rates.  The  effects  of  future  changes  in tax  laws or  rates  are not
      anticipated.  Corporate income tax rates applicable to the Company in 2005
      and 2004 are 16.5 percent of the first 100 million Korean Won ($84,000) of
      taxable income and 29.7 percent on the excess.

      Under SFAS No. 109  income  taxes are  recognized  for the  following:  a)
      amount  of  tax  payable  for  the  current  year,  and  b)  deferred  tax
      liabilities  and assets for future tax  consequences  of events  that have
      been  recognized  differently  in the  financial  statements  than for tax
      purposes. The Company has deferred income tax assets arising from research
      and  development  expenses.  For  accounting  purposes,  these amounts are
      expenses when incurred.  Under Korean tax laws, these amounts are deferred
      and amortized on a straight-line basis over 5 years.

      The Company has deferred income tax assets as follows:

                                                         2005           2004
                                                     -----------    -----------
Deferred income tax assets
       Research and development expenses
       amortized over 5 years for tax purposes ...   $   313,080    $   345,399
  Other timing differences .......................        64,895        352,912
  Net operating loss carryforwards ...............     2,947,404      2,000,094
  Valuation allowance for deferred income
     tax assets ..................................    (3,325,379)    (2,698,405)
                                                     -----------    -----------
                                                     $     --       $     --
                                                     ===========    ===========

      The Company  provided a valuation  allowance  equal to the deferred income
      tax assets because it is not presently more likely than not that they will
      be realized.


                                      -16-
<PAGE>


                            EZCOMM ENTERPRISES, INC.
                   Notes to Consolidated Financial Statements
                           September 30, 2005 and 2004
                                   (Unaudited)


14.   MAJOR CUSTOMERS

      In 2004, the Company had three major customers  which primarily  accounted
      for 78% of the  total  revenue.  In 2005,  sales to two of the same  major
      customers accounted for 72% of the total revenue.


15.   RELATED PARTY TRANSACTIONS

<TABLE>
<CAPTION>
                              FINISHED    NET RENTAL                 ACCOUNTS     ACCOUNTS
                            GOODS SALES     INCOME     PURCHASES    RECEIVABLE     PAYABLE
                             ----------   ----------   ----------   ----------   ----------
<S>                          <C>          <C>          <C>          <C>          <C>
Controlled by same chief
   executive officer
     - 2004 ..............   $  953,950   $   60,223   $  276,904   $2,316,227   $  239,818
     - 2005 ..............   $  108,147   $   67,244   $  310,985   $1,841,484   $  410,573

Controlled by relatives of
   chief executive officer
     - 2004 ..............   $  103,636   $    1,161   $   57,363   $    1,434   $   63,247
     - 2005 ..............   $   31,316   $    1,323   $   59,670   $    3,481   $  104,703
</TABLE>

      The Company with the same chief  executive  officer has  negative  working
      capital  and  loss of  approximately  $900,000  in the nine  months  ended
      September  30, 2005 and thus,  collectability  of accounts  receivable  is
      uncertain.

      These  transactions  were in the normal course of business and recorded at
      an  exchange  value  established  and agreed  upon by the above  mentioned
      parties, which approximates fair market value.


16.   COMMITMENTS

      In January  2004,  the Company  entered into a commitment to sell its land
      and building.  The transfer of title is to occur on January 31, 2009.  The
      Company  has  received  an advance  payment  of  $1,403,497.  Until  legal
      transfer  of the title in 2009,  the  Company is to pay $4,400  monthly in
      cash.  On any initial  public  offering,  the  Company is to also  provide
      shares  based on initial  public  offering  price and the number of months
      since the  agreement  at  $8,800  per  month.  After  the  initial  public
      offering, the Company is to pay $13,200 in cash monthly.

      Before  entering into the agreement,  management had made the purchaser of
      the properties  aware the properties were pledged as security  against the
      Company's  loans  as  described  in  note 6.  At the  time  of  agreement,
      management and the purchaser  determined that in the case of an auction of
      the  properties by the creditors  such as the one described in note 6, the
      remaining proceeds would allow the Company to return the advance payment.

      In January 2005, a government loan repayable of approximately  $44,000 was
      forgiven.  However,  the Company is not allowed to  participate in any new
      government projects for one year.


                                      -17-
<PAGE>


                            EZCOMM ENTERPRISES, INC.
                   Notes to Consolidated Financial Statements
                           September 30, 2005 and 2004
                                   (Unaudited)


17.   SUBSEQUENT EVENTS

      a)    The Company is in default of its bank loans as  disclosed  in note 9
            and  $2,015,605  (2004  -  $1,875,302)  of  these  loans  have  been
            transferred  to  collection  agency as at September  30,  2005.  The
            Company plans to pay off the loans in partial payments.

      b)    On October 14, 2005,  the Company  issued 3.5 million  shares of its
            common  stock at par  value to an  individual  in  consideration  of
            consulting services provided to the Company.


                                      -18-
<PAGE>


ITEM 2.       MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

FORWARD-LOOKING STATEMENTS

         Statements  made in this Form 10-QSB that are not historical or current
facts  are  "forward-looking  statements"  made  pursuant  to  the  safe  harbor
provisions of Section 27A of the  Securities  Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. We intend that such forward-looking  statements
be subject to the safe harbors for such  statements.  We caution  readers not to
place undue reliance on any such forward-looking statements, which speak only as
of the date made. Any  forward-looking  statements  represent  management's best
judgment as to what may occur in the future.  These  forward-looking  statements
include  the  plans  and  objectives  of  management  for  future  growth of our
business,  including  plans  and  objectives  related  to  the  consummation  of
acquisitions  and future  private  and public  issuances  of our equity and debt
securities.  The forward-looking statements included herein are based on current
expectations that involve numerous risks and uncertainties. Assumptions relating
to the foregoing involve  judgments with respect to, among other things,  future
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 our control.  Although we believe  that the  assumptions  underlying  the
forward-looking  statements  are  reasonable,  any of the  assumptions  could be
inaccurate and,  therefore,  there can be no assurance that the  forward-looking
statements  included in this Form 10-QSB will prove to be accurate.  In light of
the  significant  uncertainties  inherent  in  the  forward-looking   statements
included herein,  the inclusion of such information  should not be regarded as a
representation  by us or any other person that our  objectives and plans will be
achieved. We disclaim any obligation  subsequently to revise any forward-looking
statements to reflect events or  circumstances  after the date of such statement
or to reflect the occurrence of anticipated or unanticipated events.

         The words "we," "us," "our," the "Company" refer to Ezcomm Enterprises,
Inc. The words or phrases  "may,"  "will,"  "expect,"  "believe,"  "anticipate,"
"estimate,"  "approximate,"  or "continue,"  "would be," "will allow,"  "intends
to," "will likely result," "are expected to," "will continue," "is anticipated,"
"estimate,"  "project," or similar  expressions,  or the negative  thereof,  are
intended to identify  "forward-looking  statements." Actual results could differ
materially from those projected in the forward looking statements as a result of
a number of risks and  uncertainties,  including but not limited to: (a) limited
amount of resources  devoted to achieving our business  plan; (b) our failure to
implement  our  business  plan within the time period we  originally  planned to
accomplish;  and (c) other  risks  that are  discussed  in this  Form  10-QSB or
included in our previous filings with the Securities and Exchange Commission.

BUSINESS OVERVIEW AND RECENT DEVELOPMENTS

         We are a global biotechnology  company that develops,  manufactures and
markets   nutraceuticals,   or  functional  foods  that  offer  health-promoting
advantages  beyond that of nutrition.  Our primary products are our plant sterol
products,  including  CZ(TM)  Series  of food  additives,  and our  CholZero(TM)
branded beverageS AND capsules.

       Our primary products are a series of cholesterol-lowering food additives,
consisting  of specially  formulated  plant sterols that are soluble in both oil
and  water.  The key  technology  to produce  such  plant  sterols is a patented
nanotechnology which allows plant sterols to be added to a wide range of oil and
water-based  foods.  Our  nano-sized  plant  sterols used as food  additives are
branded  as  "CZTM  Series"  additives  and our  food  and  consumable  products
containing  CZTM Series  additives  are being  marketed  under the brand name of
CholZeroTM.   Our  initial  CholZeroTM   products  include  CholZeroTM  capsules
containing our CZ-STM Series additive, and a CholZeroTM beverage.

         During  the  fiscal  year  ending   December  31,  2004,   we  did  not
aggressively  market our  nutraceuticals  and functional food products,  pending
regulatory  approval of certain health claims  associated with our products from
the government agencies in the Republic of Korea (or South Korea) and the United
States of America. In June 2005, we received this regulatory approval from South
Korea.

         In May  2005,  the  Amendment  Functional  Health  Food Law of 2005 was
adopted.  The amendment allows us to market our CholZeroTM branded products as a
functional  health food and to include claims of health benefits with respect to
the  product's  plant  sterol  ingredients.  We  anticipate  that  sales  of our
CholZeroTM  branded products will increase in the remainder fiscal year 2005 and
in fiscal year 2006 due to both the amendment of the Korean


                                      -19-
<PAGE>


Functional  Health  Food Law and our  engagement  of  Nutra  Nano  Tech,  as our
exclusive distributor of CholZeroTM capsules throughout the United States. Nutra
Nano Tech will primarily  distribute our CholZeroTM  capsules through television
infomercials.  We  anticipate  that sales of  CholZeroTM  capsules in the United
States will begin in February 2006.

         We also  generate  revenue  from  the  sale of  supplemental  products,
including  raw cooking oil (oils used in the  manufacturing  of cooking oil). We
own an approximately 73% equity interest in UcoleBio Corp., a company originally
formed to provide  sales and  distribution  services  for our  products in South
Korea.

     CORPORATE HISTORY AND EXCHANGE TRANSACTION

         We were  incorporated  on August 26,  1998  under the name Orcas  Ltd.,
under the laws of the State of Delaware.  As Orcas Ltd., we were in the business
of building and promoting arcade video games and vending machines.  We underwent
a reverse  merger and  abandoned  this  enterprise  to develop a loyalty  reward
program based in Taipei,  Taiwan, and changed our name to Ezcomm Inc. to reflect
this change in business.  We were unable to raise enough  capital to finance the
research and development of our proposed consumer  incentive and loyalty program
in Asia and all efforts to develop the business were  abandoned in January 2001.
We  remained  inactive  until  July  2004,  when we  changed  our name to Ezcomm
Enterprises,  Inc.  and began to consider  and  investigate  potential  business
opportunities, including an acquisition by merger.

         On  September  30,  2005,  pursuant  to  an  Exchange  Agreement  dated
September  1, 2005 by and among  our  Company,  Eugene  Science,  Inc.  ("Eugene
Science") and certain stockholders of Eugene Science, we acquired  approximately
89.5% of the issued and outstanding shares of Eugene Science in exchange for the
issuance of an aggregate of 272,790,948 shares of our Common Stock to the former
Eugene  Science  stockholders.   In  addition,  and  pursuant  to  the  Exchange
Agreement,  we  exchanged  an  equal  amount  of cash  with the  Eugene  Science
Stockholders  (an  aggregate  of  $103,514.48)  and we  assumed  all  of  Eugene
Science's outstanding options. As a result of the Exchange  Transaction,  Eugene
Science is now our subsidiary,  and the former Eugene Science  stockholders held
approximately  89% of our  voting  stock on a  fully-diluted  basis  immediately
following  completion  of  the  exchange  transaction.  Prior  to  the  exchange
transaction  we were a "shell  company"  as  defined  in Rule  12b-2  under  the
Securities Exchange Act of 1934. In conjunction with the exchange transaction we
also  issued a warrant  to  purchase  7,073,760  shares of our  common  stock to
WestPark  Capital,  Inc., at $0.17 per share as partial  compensation  for their
financial advisory services with respect to the exchange transaction.

         The  exchange  transaction  was  accounted  for  as  a  reverse  merger
(recapitalization) with Eugene Science deemed to be the accounting acquirer, and
us as the legal  acquirer.  Accordingly,  the historical  financial  information
presented in the consolidated  financial  statements included in this report are
that of Eugene  Science as adjusted to give effect to any  difference in the par
value of ours and Eugene  Science's stock with an offset to capital in excess of
par value. The basis of the assets,  liabilities and retained earnings of Eugene
Science,   the   accounting   acquirer,   have   been   carried   over   in  the
recapitalization.

     GOING CONCERN

         Our  independent  auditor  has  expressed  substantial  doubt as to our
ability  to  continue  as a going  concern,  in its  report  for the year  ended
December 31, 2004,  based on significant  operating  losses that we incurred and
the fact that we do not have adequate  working capital to finance our day-to-day
operations.  Our continued  existence  depends upon the success of  management's
efforts to raise additional capital necessary to meet the Company's  obligations
as they come due and to obtain sufficient  capital to execute its business plan.
The Company  intends to obtain capital  primarily  through  issuances of debt or
equity.  There can be no degree of assurance that the Company will be successful
in completing  additional financing  transactions.  If we cannot obtain adequate
funding or achieve revenues from the sale of our products,  we could be required
to significantly curtail or even shutdown our operations.

RESULTS OF OPERATIONS

         Because  Eugene  Science's  owners as a group  retained or received the
larger  portion  of  the  voting  rights  in  the  Company  after  the  exchange
transaction and Eugene Science's senior management  represents a majority of the
senior  management of the combined  entity,  Eugene  Science was  considered the
acquirer for accounting purposes. Therefore, the information set forth below has
been derived from Eugene Science's financial statements


                                      -20-
<PAGE>


accompanying  this Report.  This information  should be read in conjunction with
such financial statements and the notes thereto.

     COMPARISON  OF THREE  MONTHS AND NINE MONTHS ENDED  SEPTEMBER  30, 2005 AND
     SEPTEMBER 30, 2004

         REVENUES

                               THREE MONTHS ENDED           NINE MONTHS ENDED
                                  SEPTEMBER 30,               SEPTEMBER 30,
                            ------------------------    ------------------------
                               2004          2005          2004          2005
                            ----------    ----------    ----------    ----------

Manufacturing ..........    $  576,608    $  104,410    $1,849,542    $  399,201
Merchandise ............       198,533       169,755       496,170       391,278
                            ----------    ----------    ----------    ----------
   Total revenues ......    $  775,141    $  274,165    $2,345,712    $  790,479
                            ==========    ==========    ==========    ==========


         Our sales of raw cooking oil, CZTM Series  additives,  animal feed, and
CholZeroTM branded products, including beverages and capsules, are accounted for
as  manufacturing  revenues.  Our sales of  CholZeroTM  cooking oil (our branded
version of DG Oil),  deodorants other non-functional food products are accounted
for as merchandise revenues.

         Revenues  decreased  $1.6  million,  or 66%,  for the nine months ended
September 30, 2005, as compared to the same period in 2004.  Revenues  decreased
$0.5 million, or 65%, for the three months ended September 30, 2005, as compared
to the third  quarter of 2004.  The  decrease in  revenues  in the current  year
periods is  primarily  attributable  to the  assignment  of our raw  cooking oil
supply contract to our affiliate,  OnBio Corporation,  in March 2005. During the
nine months ended  September  30, 2004,  approximately  42% of our revenues were
derived from the sale of raw cooking oil to OnBio Corporation.  In March 2005 we
assigned our raw cooking oil supply contract to OnBio Corporation as part of our
plan to eliminate  businesses unrelated to our primary  nutraceutical  business.
Since  this  assignment,  our  revenues  have  been  derived  entirely  from our
remaining supplemental products.

         We anticipate  that sales of our products  during the fourth quarter of
2005 and in 2006 will  increase as a result of our ability to make health claims
with respect to our CZTM Series additives and CholZeroTM products in Korea after
enactment of the Amendment of Health  Functional  Food  Standards,  and upon the
anticipated approval of our "Generally  Recognized as Safe" application with the
U.S. FDA for our CZTM-S  additive in the United  States.  We have engaged ADM as
our exclusive  distributor of CZTM Series  additives in North America and Europe
and have  authorized  ADM to manage our U.S. FDA approval  process in the United
States.

     OPERATING EXPENSES

         COST OF SALES

                               THREE MONTHS ENDED           NINE MONTHS ENDED
                                  SEPTEMBER 30,               SEPTEMBER 30,
                            ------------------------    ------------------------
                               2004          2005          2004          2005
                            ----------    ----------    ----------    ----------
Cost of Sales
     Manufacturing .....    $  606,456    $   59,215    $1,759,193    $  308,203
     Merchandise .......    $  174,605    $  134,487       512,439       310,028


         Gross profit for the nine months  ended  September  30, 2005  increased
$98,168, or 133%, to $172,248, as compared to $74,080 for the prior year period.
Gross profit for the quarter ended September 30, 2005 was $80,463, compared to a
gross loss of $5,920 in the third  quarter of 2004.  Gross  margin  increased to
21.8% for the first nine months of fiscal  2005,  compared to 3.2% for the first
nine months of fiscal  2004.  The  increase in gross margin for the current year
was due primarily to partial  return of products  from our Japanese  distributor
due to the expiration of the


                                      -21-
<PAGE>


additive's  stated  shelf life,  which was  reflected  as a cost of sales in the
prior year period. No such charge was recorded in the current year period.

         EXPENSES

         General  expenses  primarily  include  salary,  employee  benefits  and
retirement  allowance;  professional fees; research and development;  office and
general; travel; repairs and maintenance;  utilities; advertising, promotion and
entertainment;  insurance;  bad debts; rent; foreign exchange; and depreciation.
These expenses increased $117,452,  or 7.1%, for the nine months ended September
30,  2005 as  compared  to the prior  year.  For third  quarter  of 2005,  these
expenses increased  $63,905,  or 13.1% as compared to the third quarter of 2004.
The  increase  in  expenses  for the first nine  months of fiscal  year 2005 are
primarily due to increased  professional fees and travel during the current year
in  connection  with the  exchange  transaction  described  above,  offset  by a
reduction in advertising, promotion and marketing expenses.

         OTHER INCOME (EXPENSE)

<TABLE>
<CAPTION>
                                      THREE MONTHS ENDED            NINE MONTHS ENDED
                                        SEPTEMBER 30,                 SEPTEMBER 30,
                                  --------------------------    --------------------------
                                      2004          2005            2004          2005
                                  -----------    -----------    -----------    -----------
<S>                               <C>            <C>            <C>            <C>
Net rental income .............   $    31,574    $    31,365    $   102,433    $   103,870
Miscellaneous income (loss) ...          (365)            28        (55,172)        16,296
Interest expense -net .........      (257,140)      (469,167)      (739,142)    (1,304,518)
Interest - Other ..............          --             --         (116,084)      (132,343)
Financing fees ................          --             (276)          --          (32,698)
                                  -----------    -----------    -----------    -----------
   Total other income (expense)   $  (225,931)   $  (438,050)   $  (807,965)   $(1,349,393)
</TABLE>


         Other expenses increased $531,428,  or 67.0%, for the nine months ended
September  30,  2005 as compared  to the same  period of 2004.  The  increase is
primarily the result of increased  interest due on loans in default.  All of our
bank  loans,  except  for our loan from the  National  Agricultural  Cooperative
Federation,  were in default as of December  31, 2004 and remained in default as
of September 30, 2005.  The interest rate on such loans ranges from 4.5% to 18%.
We are currently in  negotiations  with these lenders to settle our  outstanding
debts.

         NET LOSS

         Net loss increased approximately $0.6 million for the first nine months
of 2005, or 23.5%,  to $3.0  million,  as compared to $2.4 million for the first
nine  months of 2004.  Net loss per share  for the three and nine  months  ended
September 30, 2005 was $0.00 and $0.01,  respectively.  The increase in net loss
is  primarily  due the  reduced  revenues in the current  year  period,  for the
reasons  described  above,  and  increased  professional,  travel  and  interest
expenses, offset by the reduction of cost of sales.

LIQUIDITY AND CAPITAL RESOURCES

         As of September 30, 2005, we had cash and cash  equivalents of $49,809.
As of September 30, 2005, we had negative  working  capital of  $13,918,735.  We
expect a  significant  use of cash  during the balance of fiscal year 2005 as we
expand our marketing and distribution operations.

         If  additional   funds  are  raised  through  the  issuance  of  equity
securities, the current stockholders may experience dilution. Furthermore, there
can be no assurance that additional  financings will be available when needed or
that  if  available,  such  financings  will  include  terms  favorable  to  our
stockholders.  If such  financings  are not  available  when required or are not
available on acceptable  terms,  we may be unable to take  advantage of business
opportunities  or respond to  competitive  pressures,  any of which could have a
material  adverse  effect on our  business,  financial  condition and results of
operations.


                                      -22-
<PAGE>


     CASH FLOWS

         We currently satisfy our working capital requirements primarily through
cash flows  generated from  operations,  bank loans and sales of equity and debt
securities.  For the nine months ended September 30, 2005, we had a net increase
in  cash  and  cash  equivalents  of  approximately  $13,128.  Cash  flows  from
operating,  financing  and  investing  activities  for  the  nine  months  ended
September 30, 2004 and 2005 are summarized in the following table:

                                                           NINE MONTHS ENDED
                                                             SEPTEMBER 30,
                                                       ------------------------
ACTIVITY                                                  2004           2005
                                                       ---------      ---------
Operating activities .............................     $(771,831)     $(317,681)
Investing activities .............................      (299,893)       (41,223)
Financing activities .............................       451,658        372,943
Foreign exchange on cash & cash equivalents ......        19,933           (911)
                                                       ---------      ---------
   Net increase (decrease) in cash ...............     $(600,133)     $  13,128


         Net cash used in  operating  activities  of  $317,681  during  the nine
months  ended  September  30,  2005  was  primarily  result  of the net  loss of
approximately  $3.0 million,  increases in accounts  receivable of approximately
$845,388 and increases in accounts  payable of approximately  $1.2 million.  The
increase in accounts  receivable  is primarily due to extension of payment terms
for our largest customer. Net cash used in operating activities during the first
nine months of 2005 decreased $454,150 when compared to the same period in 2004.
This is due to the decrease in production  and marketing  efforts,  and the fact
that we received a one-time  advance payment of $1,768,344 upon the execution of
an agreement in 2005 in conjunction  with the sale of its real property in Korea
to Wando Seafood Distribution Co. Ltd.

         The $41,223 of net cash used in  investing  activities  during the nine
months ended  September 30, 2005 was due primarily to the decrease in intangible
assets and acquisition of property and equipment.

         The $372,943 of net cash  provided by financing  activities  during the
nine months ended  September 30, 2005 is primarily  the result of  approximately
$1.3 million  raised from the sale of common stock and $236,133 in advances from
a shareholder  and officer,  offset by advances of $578,666 to a related company
and repayment of loans.

     BANK LOANS

         Since 1999 we have  borrowed the principal  amount of  $3,688,207  from
Industrial  Bank of Korea.  These loans bear interest at 4.5% to 18% and are due
on demand.  A portion of these loans was secured by our real property.  Loans in
the  aggregate  principal  amount  of  $1,289,815  are  guaranteed  by the Korea
Technology Credit Guarantee Fund, a  government-operated  fund. At September 30,
2005,   the  principal   balance  and  accrued   interest  on  these  loans  was
approximately $4,616,669. At December 2004, we were in default under these loans
and, as such, at December 31, 2004, the bank requested that our real property be
auctioned to repay the loan. Industrial Bank of Korea has since agreed to cancel
the auction upon the payment by us of  administrative  costs of $173,000.  As of
September 30, 2005,  we remained in default under these loans.  We are currently
in negotiations with Industrial Bank of Korea to settle our outstanding debts.

         In  December,  2004 we  obtained a  short-term  loan from the  National
Agricultural   Cooperative  Federation  ("NACF")  in  the  principal  amount  of
$1,946,104.  This loan has an interest  rate of 4.6% and is due on December  22,
2005.  This  loan is  guaranteed  by  Korea  Technology  Credit  Guarantee  Fund
("KOTEC").  At September 30, 2005, the principal balance and accrued interest on
this loan was $1,913,972.

         In September  2002, we obtained a short-term loan from ChoHeung Bank in
the principal  amount of $273,822.  This loan has an interest rate of 9.5%,  was
due on August 1, 2004,  and was  personally  guaranteed  by our Chief  Executive
Officer.  At  September  30,  2005,  we were in default  under this loan and the
principal  balance and accrued interest due was approximately  $341,409.  We are
currently in negotiations with ChoHueng Bank to settle our outstanding debts.


                                      -23-
<PAGE>


         In July 2001 and December 2002, we entered into loan  arrangements with
Kookmin Bank.  Each loan was for  $1,000,000,  was  unsecured,  and had interest
rates of 6.22% and 11.22%,  respectively.  Both loans were due on  November  15,
2004.  At  September  30,  2005 we were in  default  under  both  loans  and the
principal  and  accrued  interest  due  was  approximately  $2,175,322.  We  are
currently in negotiations with Kookmin Bank to settle our outstanding debts.

         We  are  in  default  of  certain  bank  loans  described   above,  and
approximately  $2.0  million  of our  obligations  under  these  loans have been
transferred  to  collection  agency as at September 30, 2005. We plan to pay off
the loans in partial payments.

     NOTES PAYABLE

         On October 9, 2004,  we issued to KOTEC a note in  connection  with its
payout as guarantor of our Convertible Debenture described below. The Note bears
interest at 21% per annum, is guaranteed by our Chief Executive Officer,  and is
due on demand.  To date, no demands for payment have been made. At September 30,
2005, the balance of the note was approximately $2,281,086. Interest payments on
the note are classified in our financial statements as accounts payable.

         In April,  2002 we issued to Korean Institute of Industrial  Technology
Evaluation  and Planning a  non-interest  bearing note in the amount of $44,463.
The note was due on demand. The note was paid in full on January 2005.

         In February  2004 we issued a note  bearing 9% interest to Luxware Co.,
Ltd.  in the  principle  amount of  $68,257.  The note was paid in full in March
2005.

         In October,  we issued a note  bearing 9%  interest to Jae Ho Lee,  the
President  of  UcoleBio  Corp.,  our 73% owned  subsidiary.  The note was due on
demand and the remaining balance of this loan was $46,983 at September 30, 2005.

         In February,  2002, we issued a note of $100,000 bearing 8% interest to
Kyungioils.co,  Ltd. The note was due on demand,  and the  remaining  balance of
this loan was $17,933 at September 30, 2005.

         In January,  2002, we issued a note in the principal amount of $846,835
to KTB  Network.  The note bore  interest at 10.2%  percent,  was due in full in
December 2004 and was guaranteed by the Industrial  Bank of Korea.  We defaulted
on  periodic  payments  due  under  the  note in June  2004  and the  guarantor,
Industrial Bank of Korea agreed to assume the note and make payments thereunder.

     CONVERTIBLE DEBENTURES

         On October 9, 2001, we issued to KOTEC a  convertible  debenture in the
principal amount of $1,950,200.  At December 31, 2003, the Convertible Debenture
had a face  value  of  $1,666,791,  a  guarantee  yield of  8.64%  per  annum on
maturity,  and an annual coupon rate of 3% payable quarterly.  The debenture was
convertible into a maximum of 1,538,460 shares of common stock at any time prior
to three business days before the maturity date of October 9, 2004. During 2004,
we defaulted on the repayment of the  Convertible  Debenture and its  guarantor,
KOTEC repaid the balance on our behalf.

     GOVERNMENT LOANS

         On March  2,  2003,  we  received  a  non-interest  bearing,  unsecured
government loan from in the principal amount of $61,779. The loan must be repaid
in three annual installments of $20,593, beginning February 26, 2004 and matures
in its  entirety  in  February  2006.  We are in  arrears  on the  2004 and 2005
payments.  At September 30, 2005, the total amount outstanding was $60,759 under
this loan arrangement.

         We received a $316,181  government  loan in  connection  with a certain
research and development projects over the period from 1999 to 2002. The project
was not successful,  and we are therefore  obligated to refund to the government
the principal amount of the loan.


                                      -24-
<PAGE>


         In 2001 we received a $225,984  loan and $12,676  loan,  and in 2003 we
received a $77,520 loan,  from the Ministry of Commerce,  Industry and Energy in
connection with a research and development project related to the development of
a protein chip. At September 30, 2005, the loans remained  outstanding  and were
not due, pending conclusion of the funded research.

     OTHER LOANS

         We  received  a loan  in the  principal  amount  of  $63,382  from  our
customer,  Sim chon,  Co.,  Ltd, in  December,  2004.  The loan is  non-interest
bearing and due on demand.  The principal of $48,997 was repaid during the first
nine  months of 2005.  As of  September  30,  2005,  the balance of the loan was
$14,385.

OFF-BALANCE SHEET ARRANGEMENTS

         At  September  30,  2005,  we  did  not  have  any  relationships  with
unconsolidated  entities  or  financial  partnerships,  such as  entities  often
referred  to  as  structured  finance,  variable  interest  or  special  purpose
entities,  which would have been  established  for the  purpose of  facilitating
off-balance  sheet  arrangements  or  other  contractually   narrow  or  limited
purposes.  As such, we are not exposed to any  financing,  liquidity,  market or
credit risk that could arise if we had engaged in such relationships.

RELATED PARTY TRANSACTIONS

         Other than as described  below,  there are no proposed  transactions or
series of related  transactions,  nor were there any  transactions  or series of
related  transactions  during  Fiscal  2003 and 2004,  to which the we or Eugene
Science  was a party,  in which the  amount  involved  exceeded  or will  exceed
$60,000 and in which any director,  executive officer, holder of more than 5% of
our common stock or any member of the  immediate  family of any of the foregoing
persons had or will have a direct or indirect material interest:

         In March, 2005 we assigned our raw cooking oil supply contract to OnBio
Corporation.  Our Chief Executive Officer and significant stockholder,  Dr. S.K.
Noh, is also the Chief Executive Officer and a significant  stockholder of OnBio
Corporation.  OnBio Corporation is one of our suppliers (for DG Oil) and was our
largest  customer in fiscal year 2004.  At September 30, 2005, we had an account
receivable  from  OnBio  Corporation  in the  amount  of  $1,841,484,  resulting
primarily from the purchase of our raw cooking oil.

         During  the  last  two  fiscal  years  we and  Onbio  Corporation  have
periodically  provided cash advances to each other. All advances accrue interest
at a rate of 9% per annum and are due on demand.  As of September 30, 2005,  the
current net principal and interest owed to us by OnBio  Corporation for advances
made is  $1,476,055.  OnBio  Corporation  is currently in financial  difficulty,
however we believe that the advance will be repaid.

         Tony Kim, a member of our board of  directors,  is the Chief  Executive
Officer  of Nutra  Nanotech,  an  entity  that we have  engaged  to  market  and
distribute its CholZeroTM capsules in the United States.

         On March 1, 2005,  Eugene Science,  Inc. issued  2,500,000  shares in a
private  placement  transaction to Telos, LLC at a price of approximately  $0.40
per share. These shares were exchanged for 23,063,381 shares of our common stock
pursuant to the exchange transaction  described above. Tony Kim, a member of our
board  of  directors,  is  also a  director  and  executive  officer  and has an
ownership interest in Telos, LLC.

         During fiscal year 2004 and the nine months ending  September 30, 2005,
we purchased  goods from Boo Won Sil Up, an entity  controlled  by the father of
our Chief Executive Officer, director and significant shareholder, Dr. S.K. Noh.
At September  30, 2005, we had an account  payable of $104,703  owing to Boo Won
Sil Up.

         On various dates  through 2004 we received  advances of an aggregate of
$6,169 from our Chief Executive Officer,  director and significant  stockholder,
Dr. S.K.  Noh.  The  advances  accrued  interest at 9% per annum and were due on
demand. As of September 30, 2005, the balance of the advances was $247,200.

         We provided a $418,600  term  deposit at December  31, 2003 as security
for a loan incurred by our affiliate,  OnBio Corporation.  During 2004, the term
deposit ceased and the proceeds loaned to Onbio Corporation for repayment of its
bank loan.


                                      -25-
<PAGE>


CRITICAL ACCOUNTING POLICIES AND ESTIMATES

         Management's  discussion  and analysis of our  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 of America.  The  preparation  of these  financial
statements  requires us to make estimates and judgments that affect the reported
amounts of assets,  liabilities,  revenues and expenses, and related disclosures
of contingent assets and liabilities.  We are required to make assumptions about
matters,  which are  highly  uncertain  at the time of the  estimate.  Different
estimates we could  reasonably  have used or changes in the  estimates  that are
reasonably  likely  to occur  could  have a  material  effect  on our  financial
condition or result of operations. Estimates and assumptions about future events
and their effects cannot be determined with  certainty.  On an ongoing basis, we
evaluate estimates,  including those related to returns,  discounts,  bad debts,
inventories,  intangible assets, income taxes, and contingencies and litigation.
We base our  estimates  on  historical  experience  and on  various  assumptions
believed  to  be  applicable  and  reasonable  under  the  circumstances.  These
estimates may change as new events occur, as additional  information is obtained
and  as  our  operating   environment   changes.  In  addition,   management  is
periodically faced with uncertainties,  the outcomes of which are not within its
control and will not be known for prolonged period of time.

         We believe our  financial  statements  are fairly  stated in accordance
with accounting  principles  generally  accepted in the United States of America
and provide a meaningful  presentation of our financial condition and results of
operations.

         We believe the following critical  accounting  policies affect our more
significant  judgments and estimates used in the preparation of our consolidated
financial  statements.  For a further discussion on the application of these and
other accounting  policies,  see Note 2 of the "Notes to Consolidated  Financial
Statements" to our consolidated financial statements for the year ended December
31, 2004,  included in our Current  Report on Form 8-K filed with the Securities
and Exchange Commission on October 6, 2005.

         REVENUE  RECOGNITION.  We generate  revenues from sales of manufactured
goods and merchandise,  as well as rental of the company's  buildings.  Revenues
from products sales are recognized in accordance with Staff Accounting  Bulletin
No. 101  "Revenue  Recognition  in  Financial  Statements"  ("SAB No. 101") when
delivery has occurred provided there is persuasive evidence of an agreement, the
fee is fixed  or  determinable  and  collection  of the  related  receivable  is
probable.  We retain substantially all of the benefits and risks of ownership of
our income  properties  and  therefore  account  for leases  with our tenants as
operating leases.

         ACCOUNTS RECEIVABLE--ALLOWANCE FOR RETURNS, DISCOUNTS AND BAD DEBTS. We
evaluate the  collectibility  of accounts  receivable and chargebacks  (disputes
from the customer) based upon a combination of factors.  In circumstances  where
we  are  aware  of  a  specific  customer's  inability  to  meet  its  financial
obligations  (such  as  in  the  case  of  bankruptcy   filings  or  substantial
downgrading  of  credit  sources),  a  specific  reserve  for bad debts is taken
against  amounts  due to reduce  the net  recognized  receivable  to the  amount
reasonably  expected to be  collected.  For all other  customers,  we  recognize
reserves  for bad  debts  and  chargebacks  based on our  historical  collection
experience.  If our collection  experience  deteriorates (for example, due to an
unexpected  material  adverse change in a major  customer's  ability to meet its
financial obligations to us), the estimates of the recoverability of amounts due
us could be reduced by a material amount.

         INVENTORIES.  Inventories  are  stated  at the  lower  of  cost  or net
realizable  value.  Net  realizable  value is  determined  by deducting  selling
expenses  from selling  price.  The cost of  inventories  is  determined  on the
first-in first-out method, except for materials-intransit for which the specific
identification method is used. Inventory adjustments are made for the difference
between the cost of the inventory and the estimated  market value and charged to
operations  in the period in which the facts  that give rise to the  adjustments
become known.

         INTANGIBLE  ASSETS.   Intangible  assets  such  as  cost  of  obtaining
industrial  rights and patents are stated at cost, net of depreciation  computed
using the straight line method over 5 to 10 years.

         INCOME  TAXES.  As part of the process of  preparing  our  consolidated
financial statements, management is required to estimate income taxes in each of
the  jurisdictions in which we operate.  The process involves  estimating actual
current tax expense along with assessing  temporary  differences  resulting from
differing treatment of items for book and tax purposes. These timing differences
result in  deferred  tax  assets  and  liabilities,  which are  included  in our
consolidated  balance sheet.  Management records a valuation allowance to reduce
our net deferred tax assets to


                                      -26-
<PAGE>


the  amount  that  is  more  likely  than  not to be  realized.  Management  has
considered  future  taxable  income  and  ongoing  tax  planning  strategies  in
assessing  the need for the  valuation  allowance.  Increases  in the  valuation
allowance result in additional  expense to be reflected within the tax provision
in the consolidated statement of operations.

         We  have  deferred   income  tax  assets   arising  from  research  and
development expenses.  For accounting purposes,  these amounts are expenses when
incurred.  Under Korean tax laws,  these amounts are deferred and amortized on a
straight-line basis over 5 years.

RECENT ACCOUNTING PRONOUNCEMENTS

         In November 2004, the FASB issued SFAS No. 151,  "Inventory  Costs - an
amendment of ARB No. 43, Chapter 4" (Statement  151). This statement  amends the
guidance  in ARB  No.  43,  Chapter  4,  "Inventory  Pricing,"  to  clarify  the
accounting  for abnormal  amounts of idle facility  expense,  freight,  handling
costs, and wasted material (spoilage). As currently worded in ARB 43, Chapter 4,
the term  "so  abnormal"  was not  defined  and its  application  could  lead to
unnecessary  noncomparability of financial reporting.  This Statement eliminates
that term and requires that those items be recognized as current-period  charges
regardless  of whether they meet the  criterion of "so  abnormal."  In addition,
this  Statement  requires that  allocation of fixed  production  overhead to the
costs  of  conversion  be  based  on  the  normal  capacity  of  the  production
facilities. The adoption of Statement 151 will not have a material impact on our
consolidated financial statements.

         In  December  2004,  the  FASB  issued  SFAS  No.  153,  "Exchanges  of
Non-monetary  Assets - an amendment of APB Opinion No. 29" (Statement 153). This
Statement  amends  Opinion  29  to  eliminate  the  exception  for  non-monetary
exchanges of similar  productive assets and replaces it with a general exception
for exchanges of non-monetary  assets that do not have commercial  substance.  A
non-monetary  exchange has commercial  substance if the future cash flows of the
entity are expected to change  significantly  as a result of the  exchange.  The
adoption  of FAS  153  will  not  have a  material  impact  on our  consolidated
financial statements.

         In  December  2004,  the  FASB  issued  a  revision  to SFAS  No.  123,
"Share-Based  Payment" (Statement 123R). This Statement requires a public entity
to measure the cost of employee  services  received in exchange  for an award of
equity instruments based on the grant-date fair value of the award (with limited
exceptions).  That cost will be  recognized  over the  period  during  which the
employee  is required to provide  service in  exchange  for the award  requisite
service period (usually the vesting period).  No compensation cost is recognized
for equity  instruments for which employees do not render the requisite service.
Employee share  purchase  plans will not result in  recognition of  compensation
cost if certain  conditions are met;  those  conditions are much the same as the
related  conditions  in Statement  123.  This  Statement is effective for public
entities that do not file as a small business issuers as of the beginning of the
first interim or annual  reporting  period that begins after June 15, 2005. This
Statement applies to all awards granted after the required effective date and to
awards  modified,  repurchased,  or cancelled  after that date.  The  cumulative
effect of initially  applying  this  Statement,  if any, is recognized as of the
required  effective  date and is not  expected to have a material  impact on our
consolidated financial statements.

CAUTIONARY STATEMENTS AND RISK FACTORS

         YOU SHOULD CAREFULLY  CONSIDER THE FOLLOWING RISK FACTORS AND ALL OTHER
INFORMATION  CONTAINED  IN THIS REPORT  BEFORE  PURCHASING  SHARES OF OUR COMMON
STOCK.  INVESTING IN OUR COMMON STOCK  INVOLVES A HIGH DEGREE OF RISK. IF ANY OF
THE FOLLOWING EVENTS OR OUTCOMES ACTUALLY OCCURS, OUR BUSINESS OPERATING RESULTS
AND FINANCIAL  CONDITION WOULD LIKELY SUFFER. AS A RESULT,  THE TRADING PRICE OF
OUR COMMON  STOCK COULD  DECLINE,  AND YOU MAY LOSE ALL OR PART OF THE MONEY YOU
PAID TO PURCHASE OUR COMMON STOCK.

                          RISKS RELATED TO OUR BUSINESS

OUR AUDITORS HAVE A GOING CONCERN  QUALIFICATION  IN THEIR OPINION  CONTAINED IN
OUR AUDITED  CONSOLIDATED  FINANCIAL  STATEMENTS WHICH RAISES  SUBSTANTIAL DOUBT
ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN.

         As a result of our substantial  historical  operating  losses,  limited
revenues and working  capital and our capital needs,  our auditors added a going
concern qualification  (explanatory  paragraph) in their report contained in


                                      -27-
<PAGE>


our audited consolidated financial statements for the fiscal year ended December
31, 2004 which raises substantial doubt about our ability to continue as a going
concern.  While we have relied  principally in the past on external financing to
provide  liquidity and capital  resources for our operations,  we can provide no
assurances  that cash generated from  operations  together with cash received in
the future from external  financing  will be sufficient to enable us to continue
as a going concern.

WE WILL NEED TO RAISE  ADDITIONAL  CAPITAL AND IT MAY NOT BE  AVAILABLE TO US ON
FAVORABLE TERMS OR AT ALL;  INABILITY TO OBTAIN ANY NEEDED ADDITIONAL CAPITAL ON
FAVORABLE TERMS COULD ADVERSELY  AFFECT OUR BUSINESS,  RESULTS OF OPERATIONS AND
FINANCIAL CONDITION.

         We will need to raise additional capital over the next twelve months to
support  our  operations,   meet   competitive   pressures   and/or  respond  to
unanticipated  requirements  during and beyond that  period.  While there are no
definitive  arrangements  with  respect  to  sources  of  additional  financing,
management  is  optimistic  that these funds can be raised  through  debt and/or
equity offerings.  However, our inability to obtain additional  financing,  when
needed or on favorable terms,  could  materially  adversely affect our business,
results of operations  and financial  condition and could cause us to curtail or
cease operations.

WE MAY FAIL TO  ESTABLISH  OR CULTIVATE  STRATEGIC  RELATIONSHIPS  TO EXPAND OUR
BUSINESS.

       We intend to develop our business model and build our business  initially
through strategic  relationships  with large  manufacturers.  We may not be able
successfully  to form or manage such  relationships,  and if not, our ability to
execute our business plan will be at risk.  Further,  if these  partnerships are
formed but are not successful in their  execution,  further revenue derived from
sales of patented products may not materialize.

BECAUSE WE RELY ON A LIMITED  NUMBER OF CUSTOMERS,  ANY REDUCTION IN ORDERS FROM
ANY SINGLE CUSTOMER WOULD HARM OUR BUSINESS.

         During the fiscal year ended  December 31,  2004,  sales to three major
customers accounted for 87% of our total revenue. We may fail to capture a share
of the market for such products. Because we are dependent on a limited number of
customers,  any  decrease or  elimination  of such  customer's  purchases  could
materially harm our business.

WE FACE PRODUCT LIABILITY RISKS AND MAY NOT BE ABLE TO OBTAIN ADEQUATE INSURANCE
TO PROTECT OURSELVES AGAINST LOSSES.

         We  maintain  liability  insurance  with  policy  limits  generally  of
$200,000 per occurrence and $200,000 per year. Our insurance  coverage  includes
property,  casualty,  comprehensive  general  liability,  and products liability
insurance.  We believe that our  insurance  coverage is  adequate.  The testing,
marketing, and sale of health care products, however, entail an inherent risk of
product  liability.  We cannot assure you that product liability claims relating
to dietary  supplement  products will not be asserted against us, our licensees,
or  third  parties  with  whom  we  operate.  Many  claims  related  to  dietary
supplements  have already  been  brought  against  businesses  in our  industry.
Further, we cannot assure you that such insurance will provide adequate coverage
against any potential  claims. A product liability claim or product recall could
have a material adverse effect on our business,  financial condition, or results
of operations.

WE MAY EXPERIENCE DIFFICULTY IN ENTERING INTERNATIONAL MARKETS.

         The creation of strategic customer  relationships and the marketing and
sale of our functional nutrition technology/products could experience difficulty
entering  both the U.S.  and  additional  international  markets  due to greater
regulatory  barriers,  the necessity of adapting to new  regulatory  systems and
problems  related to entering  new markets  with  different  cultural  bases and
political  systems.  Operating in  international  markets  exposes us to certain
risks,  including,  among other  things:  (a) changes in or  interpretations  of
foreign  regulations  that may limit our ability to sell certain  products;  (b)
exposure to currency  fluctuations;  (c) the  potential  imposition  of trade or
foreign  exchange   restrictions  or  increased   tariffs;   and  (d)  political
instability.  In  addition,  there can be no  assurance  that we will be able to
enter into  agreements  with  additional  international  marketing  partners and
thereby would limit the expansion of our revenue base.


                                      -28-
<PAGE>


WE RELY ON PATENTS,  LICENSES AND  INTELLECTUAL  PROPERTY  RIGHTS TO PROTECT OUR
PROPRIETARY INTERESTS.

       Our success  depends in part on our ability to obtain  patents,  licenses
and other  intellectual  property rights covering its products.  There can be no
assurance that our licenses,  patents and patent  applications  are sufficiently
comprehensive  to protect our products.  The process of seeking  further  patent
protection can be long and expensive, and there can be no assurance that we will
have sufficient  capital reserves to cover the expense of patent prosecution for
their  application  or that all or even any  patents  will issue from  currently
pending or any future patent applications or that any of the patents when issued
will be of sufficient scope or strength to provide meaningful  protection or any
commercial  advantage  to us.  While  we  believe  the  bases  on  which  patent
applications  were filed  correspond  to the  patents  that have been issued for
composition  and  method  of  production  and use and are  reasonable  given the
issuance of the latter  patents,  there can be no assurance that the patents for
which it has applied will be issued.  We may be subject to or may be required to
initiate  interference  proceedings  with  international  patent  and  trademark
authorities.  Such proceedings could demand significant financial and management
resources.  We may receive  communications  alleging  possible  infringement  of
patents or other intellectual property rights of others. We believe that in most
cases  it could  obtain  necessary  licenses  or other  rights  on  commercially
reasonable  terms, but it may be unable to do so. In addition,  litigation could
ensue or damages for any past infringements could be assessed. Litigation, which
could result in substantial  cost to and diversion of efforts by our management,
may be necessary to enforce patents or our other intellectual property rights or
to defend against claimed  infringement of the rights of others.  The failure to
obtain  necessary  licenses  or  other  rights  or  litigation  arising  out  of
infringement claims could have a material adverse effect on us.

OUR SUCCESS  DEPENDS IN PART ON OUR SUCCESSFUL  DEVELOPMENT AND SALE OF PRODUCTS
CURRENTLY IN THE RESEARCH AND DEVELOPMENT STAGE.

         Many  of  our  product   candidates  are  still  in  the  research  and
development  stage. The successful  development of new products is uncertain and
subject to a number of significant  risks.  Potential products that appear to be
promising at early states of  development  may not reach the market for a number
of reasons,  including  but not  limited  to, the cost and time of  development.
Potential products may be found to be ineffective or cause harmful side effects,
fail to receive necessary regulatory approvals, be difficult to manufacture on a
large  scale  or  be  uneconomical   or  fail  to  achieve  market   acceptance.
Additionally,  our proprietary products may not be commercially  available for a
number of years, if at all.

         There can be no assurance that any of our products in development  will
be successfully developed or that we will achieve significant revenues from such
products even if they are successfully developed.  Our success is dependent upon
our ability to develop and market our products on a timely  basis.  There can be
no  assurance  that  we will be  successful  in  developing  or  marketing  such
products,  or taking  advantage of the perceived  demand for such  products.  In
addition,  there can be no assurance that products or technologies  developed by
others will not render our products or technologies non-competitive or obsolete.

WE WILL RELY IN PART ON  INTERNATIONAL  SALES,  WHICH ARE SUBJECT TO  ADDITIONAL
RISKS.

         International  sales  may  account  for a  significant  portion  of our
revenues.  International  sales can be subject to many  inherent  risks that are
difficult or impossible for us to predict or control, including:

         o        unexpected changes in regulatory requirements and tariffs;
         o        difficulties  and costs  associated with staffing and managing
                  foreign    operations,     including    foreign    distributor
                  relationships;
         o        longer  accounts  receivable   collection  cycles  in  certain
                  foreign countries;
         o        adverse economic or political changes;
         o        unexpected changes in regulatory requirements;
         o        more  limited  protection  for  intellectual  property in some
                  countries;
         o        changes in our international  distribution  network and direct
                  sales force;
         o        potential trade restrictions, exchange controls and import and
                  export licensing requirements;
         o        potentially   adverse  tax  consequences  of  overlapping  tax
                  structure; and
         o        foreign currency fluctuations.


                                      -29-
<PAGE>


FAILURE TO ADEQUATELY  EXPAND TO ADDRESS  EXPANDING MARKET  OPPORTUNITIES  COULD
HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS AND RESULTS OF OPERATIONS.

         We  anticipate  that a  significant  expansion  of  operations  will be
required to address potential market  opportunities.  There can be no assurances
that we will expand our operations in a timely or  sufficiently  large manner to
capitalize on these market opportunities.  The anticipated substantial growth is
expected  to place a  significant  strain  on our  managerial,  operational  and
financial  resources and systems.  While management  believes it must implement,
improve  and  effectively  use  our   operational,   management,   research  and
development,  marketing,  financial  and  employee  training  systems  to manage
anticipated  substantial growth, there can be no assurances that these practices
will be successful.

WE DO NOT HAVE A SEPARATE  STANDING AUDIT COMMITTEE,  COMPENSATION  COMMITTEE OR
NOMINATING  AND  CORPORATE  GOVERNANCE  COMMITTEE,  SO  THE  DUTIES  CUSTOMARILY
DELEGATED  TO THOSE  COMMITTEES  ARE  PERFORMED  BY THE BOARD OF  DIRECTORS AS A
WHOLE,  AND NO DIRECTOR IS AN "AUDIT COMMITTEE  FINANCIAL  EXPERT" AS DEFINED BY
THE RULES AND REGULATIONS OF THE SECURITIES AND EXCHANGE COMMISSION.

         Our Board of Directors consists of four members. The Board of Directors
as a whole performs the functions of an Audit Committee,  Compensation Committee
and  Nominating  and Corporate  Governance  Committee.  None of the directors is
considered  "independent" under Rule 4200(a)(15) of the National  Association of
Securities  Dealers  listing  standards,  and  neither  qualifies  as  an  audit
committee   financial   expert  as  defined  in  Item  401  of  Regulation  S-B.
Accordingly,  we will not be able to list our  common  stock  with a  nationally
recognized  exchange  until we recruit  independent  directors  to the Board and
restructure our Board to comply with various requirements  currently in place by
those  self-regulating  organizations,  and as a result, it may be difficult for
you to sell our common stock.

OUR BUSINESS IS SUBJECT TO THE POTENTIAL  ADVERSE  CONSEQUENCES OF EXCHANGE RATE
FLUCTUATIONS.

         We expect to conduct business in various foreign currencies and will be
exposed  to market  risk from  changes in foreign  currency  exchange  rates and
interest rates.  Fluctuations in exchange rates between the U.S. Dollar and such
foreign  currencies may have a material adverse effect on our business,  results
of operations,  and financial condition and could specifically result in foreign
exchange gains and losses.  The impact of future  exchange rate  fluctuations on
our operations cannot be accurately predicted. To the extent that the percentage
of our non-U.S. Dollar revenue derived from international sales increases in the
future,  our exposure to risks associated with  fluctuations in foreign exchange
rates will increase further.  Moreover, as a result of operating a manufacturing
facility  in South  Korea,  a  substantial  portion  of our  costs  are and will
continue  to be  denominated  in the South  Korean Won.  Adverse  changes in the
exchange rates of the South Korean Won to the U.S.  Dollar will affect our costs
of goods sold and operating margins and could result in exchange losses.

THE  REQUIREMENTS  OF  THE  SARBANES-OXLEY   ACT,  INCLUDING  SECTION  404,  ARE
BURDENSOME,  AND OUR FAILURE TO COMPLY  WITH THEM COULD HAVE A MATERIAL  ADVERSE
AFFECT ON OUR BUSINESS AND STOCK PRICE.

         Except  with  respect  to the  adoption  of our Code of Ethics  and our
compliance  with  certain  requirements  specifically  applicable  to our Annual
Report on Form 10-KSB and our other  periodic  reports,  our  management has not
commenced  any  specific  procedures  to  comply  with the  requirements  of the
Sarbanes Oxley Act of 2002,  including  specifically,  the process  necessary to
implement the  requirements  of Section 404 of the  Sarbanes-Oxley  Act of 2002,
which  requires  our  management  to assess the  effectiveness  of our  internal
controls over financial  reporting and include an assertion in our annual report
as to the  effectiveness  of our controls.  Beginning  with our Annual Report on
Form 10-KSB for the year ended December 31, 2007,  unless  otherwise  amended by
the Securities and Exchange Commission,  our independent  registered  accounting
firm will be required to attest to whether our  assessment of the  effectiveness
of our  internal  control  over  financial  reporting  is  fairly  stated in all
material respects and separately report on whether it believes we maintained, in
all material respects,  effective internal controls over financial  reporting as
of December 31, 2007.  Because of our  management's  lack of resources,  and our
limited  operations,  we have not  commenced the process of preparing the system
and process  documentation,  performing an  evaluation of our internal  controls
required  for our  management  to make this  assessment  and for the auditors to
provide their attestation report, and accordingly, have not begun testing of the
effectiveness  of these  internal  controls.  We expect that this  process  will
require significant amounts of management time and resources,  as well as higher
expenses  in the form of higher  audit and review  fees,  higher  legal fees and
higher  internal  costs to document,  test and  potentially  remediate  internal
controls. Accordingly, with respect to Section 404 in particular, there exists a


                                      -30-
<PAGE>


significant  risk  that we will  not be able  to meet  all the  requirements  of
Section  404 by the end of fiscal year 2007,  when we are  required to report on
our internal controls and provide our auditor's  opinion thereon.  Additionally,
even in the event we  attempt  to comply  with  Section  404,  in the  course of
evaluation and testing,  management may identify  deficiencies that will need to
be addressed and remediated,  which could  potentially  have a material  adverse
effect  on  our  stock  price  and  could  result  in   significant   additional
expenditures.

                          RISKS RELATED TO OUR INDUSTRY

OUR  FAILURE TO COMPLY WITH  CURRENT OR FUTURE  GOVERNMENTAL  REGULATIONS  COULD
ADVERSELY AFFECT OUR BUSINESS.

         The  formulation,   manufacturing,  packaging,  labeling,  advertising,
distribution,  and sale of functional  foods and food  additives,  such as those
sold by us, are subject to  regulation  by a number of federal,  state and local
agencies, including the U.S. FDA, and the U.S. Federal Trade Commission ("FTC"),
as well as government  agencies in other countries  where we may operate.  Among
other matters,  this regulation is concerned with product safety and claims made
with respect to a product's ability to provide  health-related  benefits.  These
agencies  have a variety of procedures  and  enforcement  remedies  available to
them, including the following:

         o        initiating investigations;
         o        issuing warning letters and cease and desist orders;
         o        requiring corrective labeling or advertising;
         o        requiring   consumer   redress,   such  as  requiring  that  a
                  Registrant  offer to repurchase  products  previously  sold to
                  consumers;
         o        seeking injunctive relief or product seizures; and
         o        imposing civil penalties or commencing criminal prosecution.

         United  States  Federal and state  agencies have in the past used these
remedies  in  regulating  participants  in  the  dietary  supplements  industry,
including the imposition by federal  agencies of civil penalties in the millions
of dollars against a few industry participants.  In addition,  publicity related
to  dietary  supplements  may result in  increased  regulatory  scrutiny  of the
nutritional supplements industry.

         Our failure to comply with  applicable  laws could subject us to severe
legal sanctions,  which could have a material adverse effect on our business and
results of operations.  We cannot assure you that the regulatory  environment in
which we operate  will not change or that such  regulatory  environment,  or any
specific  action taken against us, will not result in a material  adverse effect
on our  business  and  operations.  We cannot  assure  you that a state will not
interpret  claims  presumptively  valid under  federal law as illegal under that
state's  regulations,  or that future FDA  regulations or FTC decisions will not
restrict the permissible  scope of such claims.  Additionally,  we cannot assure
you that  such  proceedings  or  investigations  or any  future  proceedings  or
investigations  will not have a  material  adverse  effect  on our  business  or
operations.

WE MAY BE UNABLE TO COMPETE  EFFECTIVELY WITH COMPETITORS OF PERCEIVED COMPETING
TECHNOLOGIES  OR  DIRECT   COMPETITORS  THAT  MAY  ENTER  OUR  MARKET  WITH  NEW
TECHNOLOGIES.

          The market for our products is relatively new. Our ability to increase
revenues  and  generate  profitability  is  directly  related to our  ability to
maintain a competitive  advantage.  We face potential  direct  competition  from
companies  that may enter this market with new competing  technologies  and with
greater financial,  marketing and distribution  resources than us. These greater
resources  could permit our  competitors to introduce new products and implement
extensive advertising and promotional programs, with which we may not be able to
compete.  As a result,  we can  provide  no  assurances  that we will be able to
compete effectively in the future.

IF OUR INDUSTRY RECEIVES UNFAVORABLE PUBLICITY, OUR BUSINESS COULD BE HARMED.

         We believe the  nutraceutical  market is  affected  by media  attention
regarding the consumption of dietary  supplements and functional  goods.  Future
scientific  research  or  publicity  could  be  unfavorable  to  the  functional
nutrition  market  or any  particular  product,  or  inconsistent  with  earlier
favorable  research or publicity.  Future reports of research that are perceived
as less  favorable  or that  question  such  earlier  research  could  hurt  our
business. Because of our dependence upon consumer perceptions, adverse publicity
associated with adverse  effects  resulting from the consumption of our products
or any  similar  products  distributed  by other  companies  could also hurt our
business.  Such  adverse  publicity  could  arise  even if the  adverse  effects
associated with such products resulted from


                                      -31-
<PAGE>


consumers' failure to consume such products as directed. In addition, we may not
be able to counter the effects of negative publicity  concerning the efficacy of
our products.

                        RISKS RELATED TO OUR COMMON STOCK

WE HAVE A LIMITED  TRADING  VOLUME AND SHARES  ELIGIBLE  FOR FUTURE  SALE BY OUR
CURRENT STOCKHOLDERS MAY ADVERSELY AFFECT OUR STOCK PRICE.

         To date, we have had a very limited trading volume in our common stock.
As long as this condition continues,  the sale of a significant number of shares
of common  stock at any  particular  time could be  difficult  to achieve at the
market  prices  prevailing  immediately  before  such  shares  are  offered.  In
addition,  sales of substantial amounts of common stock, including shares issued
upon the  exercise  of  outstanding  options  and  warrants,  under  Rule 144 or
otherwise could adversely affect the prevailing market price of our common stock
and could  impair our ability to raise  capital at that time through the sale of
our securities.

OUR COMMON STOCK PRICE IS HIGHLY VOLATILE.

         The market price of our common stock is likely to be highly volatile as
the stock market in general has been highly volatile.

         Factors  that could  cause  such  volatility  in our  common  stock may
include, among other things:

         o        actual or anticipated  fluctuations in our quarterly operating
                  results;
         o        announcements of technological innovations;
         o        changes in financial estimates by securities analysts;
         o        conditions or trends in our industry; and
         o        changes  in  the  market   valuations   of  other   comparable
                  companies.

THE SALE OF OUR  COMMON  STOCK ON THE  OVER-THE-COUNTER  BULLETIN  BOARD AND THE
POTENTIAL  DESIGNATION  OF OUR COMMON STOCK AS A "PENNY  STOCK" COULD IMPACT THE
TRADING MARKET FOR OUR COMMON STOCK.

         Our securities,  as traded on the Over-the-Counter Bulletin Board, will
be subject to Securities and Exchange Commission rules that impose special sales
practice  requirements upon  broker-dealers  who sell such securities to persons
other than established  customers or accredited  investors.  For purposes of the
rule, the phrase  "accredited  investors" means, in general terms,  institutions
with assets in excess of $5,000,000, or individuals having a net worth in excess
of $1,000,000 or having an annual  income that exceeds  $200,000 (or that,  when
combined with a spouse's income, exceeds $300,000).  For transactions covered by
the rule, the broker-dealer  must make a special  suitability  determination for
the purchaser and receive the purchaser's  written  agreement to the transaction
prior  to  the  sale.   Consequently,   the  rule  may  affect  the  ability  of
broker-dealers  to sell our  securities  and  also may  affect  the  ability  of
purchasers to sell their securities in any market that might develop therefor.

         In  addition,  the  Securities  and Exchange  Commission  has adopted a
number of rules to regulate "penny stock." Because our securities may constitute
"penny stock"  within the meaning of the rules,  the rules would apply to us and
to our  securities.  The rules may  further  affect the ability of owners of our
common stock to sell our securities in any market that might develop for them.

         Shareholders should be aware that, according to Securities and Exchange
Commission,  the  market  for penny  stocks has  suffered  in recent  years from
patterns of fraud and abuse. Such patterns include (i) control of the market for
the  security  by one or a few  broker-dealers  that are  often  related  to the
promoter or issuer; (ii) manipulation of prices through prearranged  matching of
purchases and sales and false and misleading press releases; (iii) "boiler room"
practices   involving   high-pressure   sales  tactics  and  unrealistic   price
projections  by  inexperienced  sales persons;  (iv)  excessive and  undisclosed
bid-ask  differentials  and  markups  by  selling  broker-dealers;  and  (v) the
wholesale dumping of the same securities by promoters and  broker-dealers  after
prices have been  manipulated to a desired level,  resulting in investor losses.
Our  management  is aware of the abuses that have occurred  historically  in the
penny stock market. Although we do not expect to be in a position to dictate the
behavior  of the market or of  broker-dealers  who  participate  in the  market,
management  will strive within the confines of practical  limitations to prevent
the described patterns from being established with respect to our securities.


                                      -32-
<PAGE>


WE DO NOT FORESEE PAYING DIVIDENDS IN THE NEAR FUTURE.

         We have not paid  dividends on our common  stock and do not  anticipate
paying such dividends in the foreseeable future.

OFFICERS AND  DIRECTORS OWN A  SIGNIFICANT  PORTION OF OUR COMMON  STOCK,  WHICH
COULD  LIMIT  OUR  STOCKHOLDERS'   ABILITY  TO  INFLUENCE  THE  OUTCOME  OF  KEY
TRANSACTIONS.

       As of September 30, 2005, our officers and directors and their affiliates
owned  approximately  42% of our  outstanding  voting shares.  As a result,  our
officers and directors are able to exert considerable influence over the outcome
of any matters submitted to a vote of the holders of our common stock, including
the election of our Board of Directors.  The voting power of these  stockholders
could also  discourage  others from seeking to acquire control of us through the
purchase of our common stock, which might depress the price of our common stock.



ITEM 3.       CONTROLS AND PROCEDURES

     EVALUATION OF CONTROLS AND PROCEDURES

         Members of the  company's  management,  including  our Chief  Executive
Officer and Chief  Financial  Officer have  evaluated the  effectiveness  of our
disclosure controls and procedures,  as defined by paragraph (e) of Exchange Act
Rules 13a-15 or 15d-15,  as of September 30, 2005, the end of the period covered
by this report.  Based upon that  evaluation,  the Chief  Executive  Officer and
Chief Financial  Officer  concluded that our disclosure  controls and procedures
are effective.

     CHANGES IN CONTROLS AND PROCEDURES

         During the third quarter of 2005 there were no  significant  changes in
our internal  controls or in other factors known to the Chief Executive  Officer
or the Chief  Financial  Officer that  materially  affected,  or are  reasonably
likely to materially effect, our internal control over financial reporting.


                                      -33-
<PAGE>


                           PART II - OTHER INFORMATION


ITEM 6.       EXHIBITS


              31.1          Certification by Chief Executive Officer pursuant to
                            Rule  13a-14(a)  or 15d-14(a)  under the  Securities
                            Exchange Act of 1934, as amended.

              31.2          Certification by Chief Financial Officer pursuant to
                            Rule  13a-14(a)  or 15d-14(a)  under the  Securities
                            Exchange Act of 1934, as amended.

              32.1          Certification of Chief Executive Officer pursuant to
                            18 U.S.C.  Section  1350,  as  adopted  pursuant  to
                            Section 906 of the Sarbanes-Oxley Act of 2002.

              32.2          Certification of Chief Financial Officer pursuant to
                            18 U.S.C.  Section  1350,  as  adopted  pursuant  to
                            Section 906 of the Sarbanes-Oxley Act of 2002.


                                      -34-
<PAGE>


                                   SIGNATURES

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

                                          EZCOMM ENTERPRISES, INC.



Date: November 21, 2005                   By:   /s/ Seung Kwon Noh
                                               ------------------------
                                                Seung Kwon Noh
                                                Chief Executive Officer


                                      -35-