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

                                  FORM 10-KSB/A

(Mark One)

|X|   ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
      1934

                  For the fiscal year ended: December 31, 2004

|_|   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF 1934

       For the transition period from ________________ to ________________

                        Commission file number 333-90272

                                COMPUPRINT, INC.
              (Exact name of small business issuer in its charter)

          North Carolina                                         56-1940918
----------------------------------                           -------------------
   (State or other jurisdiction                                 (IRS Employer
 of incorporation or organization)                           Identification No.)

                 99 Park Avenue, 16th Floor, New York, NY 10016
               (Address of principal executive offices)(Zip Code)

Issuer's telephone number: (212) 286-9197

Securities registered under Section 12(b) of the Act: None

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

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

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10 KSB or any
amendment to this form 10 KSB. |X|

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

State issuer's revenues for its most recent fiscal year: $0

As of March 16, 2005, there were 3,892,277 shares of the registrant's common
stock, par value $0.0001, issued and outstanding. Of these, 892,277 shares are
held by non affiliates of the registrant. The market value of securities held by
non-affiliates is approximately $89,227 based on a market value per share of
$.10 based on the recent sale price per share of the registrant's common stock
on March 16, 2005.

                       DOCUMENTS INCORPORATED BY REFERENCE

Not applicable.

Transitional Small Business Disclosure Format (check one): Yes: |_| ; No |X|

<PAGE>

                                INTRODUCTORY NOTE

This Amendment on Form 10-KSB/A for the year ended December 31, 2004 (the
"Amendment") amends the following items set forth in the Company's Annual Report
on Form 10-KSB (the "Annual Report") filed on April 15, 2005:

            Part II - Item 8A. Controls and Procedures; and
            Part II - Item 13. Exhibits

Except for the items described above, and the inclusion of this Introductory
Note, this Amendment does not modify or update the disclosures presented in the
Annual Report. Accordingly, this Amendment does not reflect events occurring
after the filing of the Annual Report or modify or update those disclosures
affected by subsequent events.

Subsequent to the fiscal year ended December 31, 2004, the Company entered into
a reverse acquisition with Terra Insight Corporation, a Delaware corporation, in
May 2005. Pursuant to the reverse acquisition, the sole officer and director of
the Company resigned, and the nominees of Terra Insight Corporation, the
accounting acquirer, were elected to serve as officers and directors of the
Company in May 2005.

<PAGE>

                                TABLE OF CONTENTS
--------------------------------------------------------------------------------

Item Number and Caption

      Special Note Regarding Forward-Looking Statements

PART I

      1. Description of Business

      2. Description of Property

      3. Legal Proceedings

      4. Submission of Matters to a Vote of Security Holders

PART II

      5. Market for Common Equity and Related shareholder Matters

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

      7. Financial Statements

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

      8A. Controls and Procedures

PART III

      9. Directors, Executive Officers, Promoters and Control Persons;
         Compliance with Section 16(a) of the Exchange Act

      10. Executive Compensation

      11. Security Ownership of Certain Beneficial Owners and Management

      12. Certain Relationships and Related Transactions

      13. Exhibits

      14. Principal Accountant Fees and Services

                SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Report contains certain financial information and statements regarding our
operations and financial prospects of a forward-looking nature. Although these
statements accurately reflect management's current understanding and beliefs, we
caution you that certain important factors may affect our actual results and
could cause such results to differ materially from any forward-looking
statements which may be deemed to be made in this Report. For this purpose, any
statements contained in this Report which are not statements of historical fact
may be deemed to be forward-looking statements. Without limiting the generality
of the foregoing, words such as, "may", "will", "intend", "expect", "believe",
"anticipate", "could", "estimate", "plan" or "continue" or the negative
variations of those words or comparable terminology are intended to identify
forward-looking statements. There can be no assurance of any kind that such
forward-looking information and statements will be reflective in any way of our
actual future operations and/or financial results, and any of such information
and statements should not be relied upon either in whole or in part in
connection with any decision to invest in the shares.

<PAGE>

                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS

Investing in our common stock involves a high degree of risk. You should
carefully consider the risks and uncertainties described below before you
purchase any of our common stock. The Description of our Business follows these
risk factors.

If any of these risks or uncertainties actually occur, our business, financial
condition or results of operations could be materially adversely affected. In
this event you could lose all or part of your investment.

                          RISKS CONCERNING OUR BUSINESS

      Lack of Profit from Operations.

CompuPrint is not currently profitable. It has not been profitable since 1997.
If we are not able to generate a profit, we may be forced to cease operations.

      We are dependent upon David R. Allison, and any reduction in his role
      in compuprint would have a material adverse effect.

The success of CompuPrint is dependent on the vision, knowledge, business
relationships and abilities of CompuPrint's president, CFO and Chairman of the
Board of Directors, David R. Allison. Any reduction of Mr. Allison's role in our
business would have a material adverse effect on us. We have neither an
employment contract with Mr. Allison nor key man life insurance policy for Mr.
Allison.

      We Have Been Dependent Upon Private Placements and Affiliate/Interested
      Party Transactions for Working Capital, and if We Have Difficulty In
      Obtaining Additional Funding, if Required, It May Be Difficult For Us
      To Continue Our Operations.

We have been dependent upon proceeds from private offerings of our stock and
from debt offerings to our officers and directors. If additional funds are
needed, we may have difficulty obtaining them, and we may have to accept terms
that would adversely affect our shareholders. For example, the terms of any
future financings may impose restrictions on our right to declare dividends or
on the manner in which we conduct our business. Also, lending institutions or
private investors may impose restrictions on future decisions by us to make
capital expenditures, acquisitions or asset sales. As a result, it may be
difficult for us to continue our operations, which may result in a complete loss
of your investment.

We may not be able to locate additional funding sources at all or on acceptable
terms. If we cannot raise funds on acceptable terms, if and when needed, we may
not be able to grow our business or respond to competitive pressures or
unanticipated requirements, which could seriously harm our business.

      Unless a Public Market Continues for Our Common Stock, You May Not Be
      Able To Sell Your Shares and You Could Lose Your Investement.

There has been no significant public market for our common stock. An active
trading market may never develop or, if developed, it may not be maintained.
Failure to develop or maintain an active trading market could negatively affect
the price of our securities, and you may be unable to sell your shares. As a
result, you could lose your investement.

<PAGE>

      Our Stock Is Subject To the Penny Stock Rules.

Broker-dealer practices in connection with transactions in "penny stocks" are
regulated by certain rules adopted by the Securities and Exchange Commission.
Penny stocks generally are equity securities with a price of less than $5.00
(other than securities registered on certain national securities exchanges or
quoted on the NASDAQ Stock Market provided that current price and volume
information with respect to transactions in such securities is provided by the
exchange or system). The rules require that a broker-dealer, prior to a
transaction in a penny stock not otherwise exempt from the rules, deliver a
standardized risk disclosure document that provides information about penny
stocks and the risks in the penny stock market. The broker-dealer also must
provide the customer with current bid and offer quotations for the penny stock,
the compensation of the broker-dealer and its salesperson in connection with the
transaction and monthly account statements showing the market value of each
penny stock held in the customer's account. In addition, the rules generally
require that prior to a transaction in a penny stock, the broker-dealer must
make a special written determination that the penny stock is a suitable
investment for the purchaser and receive the purchaser's written agreement to
the transaction. These disclosure requirements may have the effect of reducing
the liquidity of penny stocks. If our securities become subject to the penny
stock rules, investors in the offering may find it more difficult to sell their
securities.

<PAGE>

                                  OUR BUSINESS

      The Company

Prior to 2002, we were a remanufacturer and distributor of laser and ink jet
printer cartridges. Prior to 2003, we repaired and marketed laser printers, and
collected empty laser and ink jet cartridges for reuse. Our most recent business
plan consists of the sale of laser and ink jet printer cartridges through
independent sales representatives who are compensated on a commission basis. The
Company is also seeking to acquire another business.

On August 19, 2003, the Company sold all operations and net assets of its laser
and inkjet printer cartridge operations in exchange for forgiving debt,
resulting in a gain of $37,701.

      Employees

As of March 16, 2005, the Company had no full-time employees.

      Intellectual Property

We have no trademark, copyright or patent protection at this time.

      Regulation

Our operations are not currently subject to direct regulation by governmental
agencies other than regulations applicable to businesses generally.

ITEM 2. DESCRIPTION OF PROPERTY

We currently do not own or lease any real property. Our operations are conducted
out of the office of our principal executive officer.

ITEM 3. LEGAL PROCEEDINGS

We are not a party to, nor are we aware of any existing, pending or threatened
lawsuits or other legal actions.

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

None.

<PAGE>

                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED shareholder MATTERS

                               MARKET INFORMATION

Our Common Stock is quoted on the Over-the-Counter Bulletin Board operated by
the National Association of Securities Dealers. Our shares are listed under the
symbol "CPPT." The following table sets forth, for the fiscal quarters
indicated, the high and low bid prices per share of our Common Stock as reported
on the NASD Over-the-Counter Bulletin Board. The quotations reflect inter dealer
prices, without retail mark-up, mark-down or commissions and may not represent
actual transactions.

                                                         Common Stock
                                                    ----------------------
                                                    High               Low
                                                    ----               ---

Year Ended December 31, 2003
----------------------------

First Quarter                                       .25                .05

Second Quarter                                      .06                .05

Third Quarter                                       .06                .06

Fourth Quarter                                      .15                .06

Year Ended December 31, 2004
----------------------------

First Quarter                                       .15                .15

Second Quarter                                      .15                .07

Third Quarter                                       .10                .10

Fourth Quarter                                      .10                .10

<PAGE>

On March 16, 2004, the closing bid price for our common stock was $.10.

HOLDERS

There are approximately 7 record holders of common equity.

We have outstanding 3,892,277 shares of our common stock. Of these shares,
892,277 shares, will be freely tradable without restriction under the Securities
Act unless held by our "affiliates" as that term is defined in Rule 144 under
the Securities Act. These shares will be eligible for sale in the public market,
subject to certain volume limitations and the expiration of applicable holding
periods under Rule 144 under the Securities Act. Non-affiliates currently hold
892,277 shares of our common stock. In general, under Rule 144 as currently in
effect, a person (or persons whose shares are aggregated) who has beneficially
owned restricted shares for at least one year (including the holding period of
any prior owner or affiliate) would be entitled to sell within any three-month
period a number of shares that does not exceed the greater of (1) 1% of the
number of shares of common stock then outstanding or (2) the average weekly
trading volume of the common stock during the four calendar weeks preceding the
filing of a Form 144 with respect to such sale. Sales under Rule 144 are also
subject to certain manner of sale provisions and notice requirements and to the
availability of current public information about us. Under Rule 144(k), a person
who is not deemed to have been an affiliate of ours at any time during the three
months preceding a sale, and who has beneficially owned the shares proposed to
be sold for at least two years (including the holding period of any prior owner
except an affiliate), is entitled to sell such shares without complying with the
manner of sale, public information, volume limitation or notice provisions of
Rule 144.

We can offer no assurance that an active public market in our shares will
develop. Future sales of substantial amounts of our shares in the public market
could adversely affect market prices prevailing from time to time and could
impair our ability to raise capital through the sale of our equity securities.

                                 DIVIDEND POLICY

We have never declared or paid any cash dividends on our common stock. We
anticipate that any earnings will be retained for development and expansion of
our business and we do not anticipate paying any cash dividends in the
foreseeable future. Our board of directors has sole discretion to pay cash
dividends based on our financial condition, results of operations, capital
requirements, contractual obligations and other relevant factors.

<PAGE>

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

                                    OVERVIEW

We were incorporated under the laws of North Carolina on September 15, 1995. We
were a distributor of laser and ink jet printer cartridges. We also engaged in
the recycling of printer cartridges. Our most recent business plan consists of
the sale of laser and ink jet printer cartridges through independent sales
representatives who are compensated on a commission basis. We are also seeking
to acquire another business.

                              RESULTS OF OPERATIONS

YEAR ENDED DECEMBER 31, 2004 COMPARED TO YEAR ENDED DECEMBER 31, 2003

Loss from discontinued operations during the year ended December 31, 2004 (the
"2004 Period") was $0 compared to loss from discontinued operations during the
year ended December 31, 2003 (the "2003 Period") of $223,964.

The Company realized a gain on the disposal of discontinued operations during
the 2003 Period of $37,701 with no comparable gain during the 2004 Period.

The Company realized a gain on the early extinguishment of debt during the 2003
Period of $426,220 with no comparable gain during the 2004 Period.

The Company's net income during the 2003 Period was $102,801 compared to a loss
during the 2004 Period of $49,879, as a result of the factors described above.

LIQUIDITY AND CAPITAL RESOURCES

Our management believes that we will require additional funding for working
capital in order to sustain its operations. We are also searching for a business
to acquire in exchange for shares of our common stock.

As of December 31, 2004, we had no cash and no other assets. As of December 31,
2004, we had an accumulated deficit of $2,133,740.

<PAGE>

ITEM 7. FINANCIAL STATEMENTS

The financial statements included beginning immediately following the signature
page to this report. See Item 13 for a list of the financial statements and
financial statement schedules included.

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

Rogoff & Co., P.C. was our independent certifying accountant for the fiscal
years ended December 31, 2001 and 2002.

On February 10, 2004, Rogoff & Co., P.C. declined to stand for reappointment as
our certifying accountant. Subsequently, we engaged Sherb & Co., LLP, 805 Third
Avenue, New York, NY 10022 as our certifying accountant for the fiscal year
ending December 31, 2003. The appointment of Sherb & Co., LLP was approved by
our board of directors.

The reports of Rogoff & Co., P.C. on our financial statements for the fiscal
years ended December 31, 2001 and 2002 when issued, contained no adverse opinion
or disclaimer of opinion, nor was either qualified or modified as to
uncertainty, audit scope or accounting principle, except that the report of
Rogoff & Co., P.C. for the fiscal year ended December 31, 2002 included a
qualification in which Rogoff & Co., P.C. noted substantial doubt about our
ability to continue as a going concern.

In connection with the audits of the fiscal years ended December 31, 2001 and
2002 and during the subsequent interim period preceding its declination, there
were no disagreements between us and Rogoff & Co., P.C. on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedures, which disagreements, if not resolved to its satisfaction,
would have caused Rogoff & Co., P.C. to make reference to the subject matter of
the disagreement in connection with its reports.

In connection with the audits of the fiscal years ended December 31, 2001 and
2002, and during the subsequent interim period preceding its dismissal, Rogoff &
Co., P.C. did not advise us that:

(A) internal controls necessary for us to develop reliable financial statements
did not exist;

(B) information had come to its attention that led it to no longer to be able to
rely on our management's representations or made it unwilling to be associated
with the financial statements prepared by management;

(C) there was a need to expand significantly the scope of its audit, or that
information had come to its attention during such time periods that if further
investigated might: (i) materially impact the fairness or reliability of either
a previously issued audit report or the underlying financial statements, or the
financial statements issued or to be issued covering the fiscal periods
subsequent to the date of the most recent financial statements covered by an
audit report, or (ii) cause it to be unwilling to rely on management's
representations or be associated with the our financial statements.

Prior to engaging Sherb & Co., LLP, we did not consult with it regarding the
application of accounting principles to a specific or completed transaction or
the type of audit opinion that might be rendered on our financial statements.

<PAGE>

ITEM 8A. CONTROLS AND PROCEDURES.

Our management, with the participation of our Chief Executive Officer and
Principal Financial Officer, has evaluated the effectiveness of our disclosure
controls and procedures (as such term is defined in Rules 13a-15(e) and
15d-15(e) under the Exchange Act) as of the end of the period ended December 31,
2004. Based on such evaluation, our Chief Executive Officer and Principal
Financial Officer have concluded that, as of such date, our disclosure controls
and procedures are effective in providing reasonable assurance that the
information required to be disclosed in this report has been recorded,
processed, summarized and reported, on a timely basis, as of the end of the
period covered by this report, and that our disclosure controls and procedures
are also effective to ensure that information required to be disclosed in the
reports we file under the Exchange Act is accumulated and communicated to our
management, including our principal executive officer and principal financial
officer, to allow timely decisions regarding required disclosure.

There were no changes in our internal control over financial reporting during
the quarter ended December 31, 2005 to which this report relates that have
materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.

<PAGE>

                                    PART III

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

EXECUTIVE OFFICERS AND DIRECTORS

The following are CompuPrint's directors and executive officers. The terms of
all directors expire at the next annual meeting of shareholders and upon
election of their successors. The terms of all officers expire at the next
annual meeting of the board of directors and upon the election of the successors
of such officers.

Name                        Age       Position
----                        ---       --------
David R. Allison            57        President, CFO and Director

DAVID R. ALLISON, President, CFO and Chairman of the Board of Directors since
August, 2000. From September, 1999 to July 2000 he was vice president of sales
for CompuPrint. From 1993 to August 1999 he was vice president of Custom Craft
Packaging, Inc. From 1985 to 1993 he was the founder and president of Com-Tech
Packaging, Inc. Mr. Allison graduated from the University of Denver with a B.S.
degree in Business Administration in 1971.

ITEM 10. EXECUTIVE COMPENSATION

                             EXECUTIVE COMPENSATION

The following table shows compensation earned during the fiscal years ended
December 31, 2004, 2003 and 2002 by our president and chief executive officer.

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                                 Long Term Compensation
                                          Annual Compensation                 Awards                 Payouts
                                                                         Restricted   Securities               All Other
                                                         Other Annual       Stock     Underlying     LTIP       Compen-
         Name &                       Salary    Bonus    Compensation      Awards      Options/     Payouts     sation
   Principal Position          Year     ($)      ($)          ($)            ($)       SARs (#)       ($)         ($)
<S>                            <C>      <C>      <C>          <C>            <C>          <C>         <C>         <C>
David R. Allison               2004     -0-      -0-          -0-            -0-          -0-         -0-         -0-
President, Treasurer and
Secretary
                               2003     -0-      -0-          -0-            -0-          -0-         -0-         -0-
                               2002     -0-      -0-          -0-            -0-          -0-         -0-         -0-
</TABLE>

<PAGE>

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

                 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table sets forth certain information regarding beneficial
ownership of our common stock as of March 10, 2004 (i) by each person who is
known by us to beneficially own more than 5% of our common stock; (ii) by each
of our officers and directors; and (iii) by all of our officers and directors as
a group:

<TABLE>
<CAPTION>
                                                           AMOUNT OF COMMON       PERCENT OF CLASS
NAME AND ADDRESS OF          EXECUTIVE OFFICE HELD        STOCK BENEFICIALLY          OF COMMON
BENEFICIAL OWNER (1)               (IF ANY)                    OWNED (2)              STOCK (3)
--------------------               --------                    ---------              ---------
<S>                       <C>                                  <C>                      <C>
David R. Allison          President, CEO and Director          3,000,000                77.1%

All Executive Officers and Directors
as a Group (1 person)                                          3,000,000                77.1%
</TABLE>

(1) Unless otherwise indicated, the address of each principal shareholder is c/o
CompuPrint, Inc., 6040-A Six Forks Road, Suite 179, Raleigh, North Carolina
27609.

(2) Beneficial Ownership is determined in accordance with Rule 13d-3 of the 1934
Exchange Act and generally includes voting or investment power with respect to
securities. Shares of common stock subject to options or warrants currently
exercisable or convertible, or exercisable or convertible within 60 days of
March 10, 2004, are deemed outstanding for computing the percentage of the
person holding such option or warrant but are not deemed outstanding for
computing the percentage of any other person. To the best knowledge of
CompuPrint, each of the beneficial owners listed herein has direct ownership of
and sole voting power and investment power with respect to the shares of our
common stock, except as set forth herein.

(3) Percentages are based on a total of 3,892,277 shares of common stock
outstanding on March 16, 2005.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In January 2003, for loans received, CompuPrint issued a promissory note to
director Peter L. Coker, Sr. The promissory note is dated January 2, 2003 for
$50,000 at 12% interest. The principal and interest are due in one payment on
January 2, 2004.

In August 2003, CompuPrint settled the outstanding balance due to all its note
holders of $617,614 for aggregate payments of $261,766. Simultaneously with this
transaction, the note holders agreed to the cancellation of all warrants to
acquire CompuPrint common stock that they then held. Warrants to acquire an
aggregate of 355,614 shares of common stock were cancelled.

In December 2003, CompuPrint issued 3,000,000 shares of its common stock to
David Allison in consideration for his duties relating to his appointment as our
sole officer.

We believe that the terms of the above transactions are commercially reasonable
and no less favorable to us than we could have obtained from an unaffiliated
third party on an arm's length basis. To the extent we may enter into any
agreements with related parties in the future, the board of directors has
determined that such agreements must be on similar terms.

<PAGE>

ITEM 13. EXHIBITS

(a) The following documents are filed as part of this report.

1. Financial Statement Schedules

All financial statement schedules are omitted because they are not applicable or
the required information is shown in the financial statements or notes thereto.

2. Exhibits

(a) The following exhibits are included as part of this report:

Exhibit
Number            Description
------            -----------

3.1   Articles of Incorporation*
3.2   Articles of Amendment of Articles of Incorporation*
3.3   By-Laws*
9.1   Voting Trust Agreement with David T. Seaford*
31.1  Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Executive Officer
31.2  Rule 13(a)-14(a)/15(d)-14(a) Certification of Principal Financial Officer
32.1  Certification of Chief Executive Officer pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002
32.2  Certification of Principal Financial Officer pursuant to Section 906 of
      the Sarbanes-Oxley Act of 2002

* Incorporated by reference to Registration Statement on Form SB-2 filed with
the Securities and Exchange Commission, Registration Statement No. 333-90272, on
June 11, 2002.

** Incorporated by reference to Registration Statement on Form SB-2 filed with
the Securities and Exchange Commission, Registration Statement No. 333-90272, on
July 24, 2002.

(b) Reports on Form 8 K.

None.

<PAGE>

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

(1) Audit Fees

The aggregate fees billed for professional services rendered by Sherb & Co., LLP
for the audit of the Registrant's annual financial statements and review of the
financial statements included in the Registrant's Forms 10-QSB or services that
are normally provided by the accountant in connection with statutory and
regulatory filings or engagements for fiscal years 2004 and 2003 were $29,000.

(2) Audit Related Fees

The aggregate fees billed for professional services rendered by Sherb & Co., LLP
for audit related services for fiscal years 2004 and 2003 were $15,500.

(3) Tax Fees

The aggregate fees billed for professional services rendered by Sherb & Co., LLP
for the preparation of the registrant's tax returns, including tax planning for
fiscal years 2004 and 2003 were $1,500.

(4) All Other Fees

None.

(5) Audit Committee Policies and Procedures

The Registrant does not have an audit committee. The Board of Directors of the
Registrant approved all of the services rendered to the Registrant by Sherb &
Co., LLP for fiscal years 2004 and 2003.

(6) Audit Work Attributed to Persons Other than Sherb & Co., LLP Full-time,
Permanent Employees.

Not applicable.

<PAGE>

                                   SIGNATURES

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

                                    COMPUPRINT, INC.

                                    By: /s/ Roman Rozenberg
                                        --------------------------------
                                        Roman Rozenberg, Chief Executive Officer

                                    Dated: December 22, 2005

      In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the registrant and in the capacities and on
the dates indicated.

                                    COMPUPRINT, INC.

                                    By: /s/ Roman Rozenberg
                                        --------------------------------
                                        Roman Rozenberg, Chief Executive Officer
                                        and Director

                                    Dated: December 22, 2005


                                    By: /s/ Dan Brecher
                                        --------------------------------
                                        Dan Brecher
                                        Treasurer (Principal Financial Officer)
                                        and Director

                                    Dated:  December 22, 2005


                                    By: /s/ Ivan Railyan
                                        --------------------------------
                                        Ivan Railyan
                                        President and Chairman of the Board

                                    Dated:  December 22, 2005

<PAGE>

                                COMPUPRINT, INC.
                          INDEX TO FINANCIAL STATEMENTS

                                December 31, 2004

Report of Independent Registered Public Accounting Firm......................F-2

Balance Sheet as of December 31, 2004 .......................................F-3

Statements of Operations for the years ended December 31, 2004
  and 2003 ..................................................................F-4

Statement of Shareholders' Deficit For the years
  ended December 31, 2004 and 2003...........................................F-5

Statements of Cash Flows for the years ended December 31, 2004
  and 2003 ..................................................................F-6

Notes to Financial Statements .......................................F-7 to F-10


                                       F-1
<PAGE>

             Report of Independent Registered Public Accounting Firm

The shareholders and Board of Directors
of CompuPrint, Inc.

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

      We conducted our audits in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. The Company is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audit included consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purposes of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit includes examining
on a test basis, evidence supporting the amount and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

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

      The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company has a shareholder's deficit of $415,432 and a
working capital deficiency of $415,432 at December 31, 2004, had net losses and
cash used in operations of $49,879 and $43,287, respectively, in 2004. This
raises substantial doubt about its ability to continue as a going concern.
Management's plans in regards to these matters are also described in Note 2. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.

                                                /s/ Sherb & Co., LLP
                                                Certified Public Accountants

Boca Raton, Florida
April 14, 2005


                                       F-2
<PAGE>

                                COMPUPRINT, INC.
                                  Balance Sheet
                                December 31, 2004

                                     Assets

Other current assets                                                $       969
                                                                    -----------
 Total Assets                                                       $       969
                                                                    ===========

                      Liabilities and Shareholders' Deficit

Current liabilities:
  Accounts payable and accrued expenses                             $     7,561
  Advances from shareholder                                             408,840
                                                                    -----------
  Total current liabilities                                             416,401
                                                                    -----------
Shareholders' Deficit:
  Preferred stock; $.0001 par value, 1,000,000 shares authorized,
      no shares isued and outstanding                                        --
  Common stock; $.0001 par value, 9,000,000 shares authorized;
      3,892,277 shares issued and outstanding                               389
  Additional paid-in capital                                          1,717,919
  Accumulated deficit                                                (2,133,740)
                                                                    -----------

  Total shareholders' deficit                                          (415,432)
                                                                    -----------
  Total Liabilities and Shareholders' Deficit                       $       969
                                                                    ===========

                 See accompanying notes to financial statements


                                       F-3
<PAGE>

                                COMPUPRINT, INC.
                            Statements of Operations

<TABLE>
<CAPTION>
                                                            For The Years Ended
                                                                December 31,
                                                        ---------------------------
                                                            2004            2003
                                                        -----------     -----------
<S>                                                     <C>             <C>
Revenues                                                $        --     $        --
Operating expenses:
  General and administrative                                 49,879          99,455
                                                        -----------     -----------
     Total operating expenses                                49,879          99,455
                                                        -----------     -----------
Loss from operations                                        (49,879)        (99,455)
    Gain on early extinguishment of debt                         --         426,220
                                                        -----------     -----------
Income (loss) before discontinued operations                (49,879)        326,765
                                                        -----------     -----------
Discontinued operations:
    Gain on disposal of discontinued operations                  --          37,701
    Loss from discontinued operations                            --        (261,665)
                                                        -----------     -----------
Loss from discontinued operations                                --        (223,964)
                                                        -----------     -----------
Net income (loss)                                       $   (49,879)    $   102,801
                                                        ===========     ===========
Net income (loss) per common share - basic
    Income (loss) from operation                        $     (0.01)    $      0.36
    Loss from discontinued operations                            --           (0.24)
                                                        -----------     -----------
    Net income (loss) per share - basic                 $     (0.01)    $      0.12
                                                        ===========     ===========
Weighted average common shares outstanding - basic        3,892,277         916,935
                                                        ===========     ===========
Net income (loss) per common share - diluted
    Income (loss) from operation                        $     (0.01)    $      0.36
    Loss from discontinued operations                            --           (0.24)
                                                        -----------     -----------
    Net income (loss) per share - diluted               $     (0.01)    $      0.12
                                                        ===========     ===========
Weighted average common shares outstanding - diluted      3,892,277         916,935
                                                        ===========     ===========
</TABLE>

                 See accompanying notes to financial statements


                                       F-4
<PAGE>

                                COMPUPRINT, INC.
                       Statement of Shareholders' Deficit
                 For the Years Ended December 31, 2004 and 2003

<TABLE>
<CAPTION>
                                                Common Stock           Additional                        Total
                                         --------------------------      Paid-in      Accumulated    Shareholders'
                                            Shares        Amount         Capital        Deficit         Deficit
                                         -----------    -----------    -----------    -----------    -------------
<S>                                        <C>          <C>            <C>            <C>             <C>
Balance, January 1, 2003                     892,277    $        89    $ 1,538,219    $(2,186,662)    $  (648,354)
Issuance of common stock for services      3,000,000            300        179,700             --         180,000
Net income                                        --             --             --        102,801         102,801
                                         -----------    -----------    -----------    -----------     -----------
Balance, December 31, 2003                 3,892,277            389      1,717,919     (2,083,861)       (365,553)
Net loss                                          --             --             --        (49,879)        (49,879)
                                         -----------    -----------    -----------    -----------     -----------
Balance, December 31, 2004                 3,892,277    $       389    $ 1,717,919    $(2,133,740)    $  (415,432)
                                         ===========    ===========    ===========    ===========     ===========
</TABLE>

                 See accompanying notes to financial statements.


                                       F-5
<PAGE>

                                COMPUPRINT, INC.
                            Statements of Cash Flows

<TABLE>
<CAPTION>
                                                                                      For the Years
                                                                                   Ended December 31,
                                                                                 -----------------------
                                                                                   2004          2003
                                                                                 ---------     ---------
<S>                                                                              <C>           <C>
Cash flows from operating activities:
 Income (loss) from continuing operations                                        $ (49,879)    $ 398,765
   Adjustments to reconcile income (loss) from continuing
   operations to net cash used in operating activities:
    Forgiveness of debt                                                                 --      (498,220)
    Common stock issued for services                                                    --       180,000
   Changes in operating assets and liabilities:
    Other current assets                                                              (969)           --
    Accounts payable and accrued expenses                                            7,561            --
                                                                                 ---------     ---------
Net cash provided by (used in) continuing operating activities                     (43,287)       80,545
                                                                                 ---------     ---------
 Loss from discontinued operations                                                      --      (295,964)
  Adjustments to reconcile loss from discontinued operations to net cash used
   in discontinued operating activities:
       Decrease in net assets from discontinued operations                              --        39,560
                                                                                 ---------     ---------
Net cash used in discontinued operating activities                                      --      (256,404)
                                                                                 ---------     ---------
Net cash used in operating activities                                              (43,287)     (175,859)
                                                                                 ---------     ---------
Cash flows from financing activities:
   Payment on notes payables                                                            --      (278,866)
   Proceeds from notes payable                                                          --        35,000
   Advances from shareholder                                                        43,287       365,553
                                                                                 ---------     ---------
Net cash provided by financing activities                                           43,287       121,687
                                                                                 ---------     ---------
Net decrease in cash                                                                    --       (54,172)

Cash, beginning of year                                                                 --        54,172
                                                                                 ---------     ---------
Cash, end of year                                                                $      --     $      --
                                                                                 =========     =========
Supplemental disclosure of cash flow information:
   Cash paid during the year for interest                                        $      --     $   2,036
                                                                                 =========     =========
Supplemental disclosure of non-cash financing activities:
   Accrued interest payable added to principal of notes payable                  $      --     $  34,467
                                                                                 =========     =========
   Forgiveness of accounts payable for sale of net assets                        $      --     $  43,294
                                                                                 =========     =========
</TABLE>

                 See accompanying notes to financial statements


                                       F-6
<PAGE>

                                COMPUPRINT, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2004

NOTE 1 - DESCRIPTION OF BUSINESS

CompuPrint, Inc. (the "Company") was incorporated on September 15, 1995 in the
State of North Carolina. On August 19, 2003, the Company sold all operations and
net assets of its laser and inkjet printer cartridge operations in exchange for
forgiving debt, resulting in a gain of $37,701. After the sale, the Company has
no operations and is currently searching for new business opportunities in the
laser and inkjet printer cartridge industry.

NOTE 2 - GOING CONCERN

The Company's financial statements are prepared using accounting principles
generally accepted in the United States of America applicable to a going
concern, which contemplates the realization of assets and liquidation of
liabilities in the normal course of business. The Company has an accumulated
deficit of $2,133,740 and a negative working capital of $415,432 at December 31,
2004 and has incurred an operating loss of $49,879 for the year ended December
31, 2004. These factors raise substantial doubt about the Company's ability to
continue as a going concern. Management's plans include obtaining capital both
from themselves and the significant shareholder sufficient to meet its minimal
operating expenses.

However, management cannot provide any assurances that the Company will be
successful in accomplishing any of its plans. The ability of the Company to
continue as a going concern is dependent upon its ability to successfully
accomplish the plans described in the preceding paragraph and eventually secure
other sources of financing and attain profitable operations. The accompanying
financial statements do not include any adjustments that might be necessary if
the Company is unable to continue as a going concern.

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

In preparing financial statements in conformity with accounting principles
generally accepted in the United States of America, management is required to
make estimates and assumptions that affect the reported amounts of assets and
liabilities and the disclosure of contingent assets and liabilities at the date
of the financial statements and revenues and expenses during the reporting
period. Actual results could differ from those estimates.

Reclassifications

Certain items for 2003 have been reclassified to comply with 2004 presentation.
These reclassifications had no impact on previously reported results of
operations or shareholders' equity.

Income Taxes

Deferred income taxes are determined on the liability method in accordance with
the Statement of Financial Accounting Standards ("SFAS") No. 109, Accounting for
Income Taxes.

Earnings (Loss) Per Share

The Company has adopted SFAS, No. 128, Earnings per Share. Basic earnings (loss)
per share is computed by dividing net income (loss) available to common
shareholders by the weighted average number of common shares outstanding during
the period. Diluted earnings per share reflects the per share amount that would
have resulted if dilutive common stock had been converted to common stock, as
prescribed by SFAS No. 128.


                                       F-7
<PAGE>

                                COMPUPRINT, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2004

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Stock Based Compensation

Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation" ("SFAS 123"), encourages, but does not require, companies to
record compensation cost for stock-based employee compensation plans at fair
value. The Company has chosen to account for stock-based compensation using the
intrinsic value method prescribed in Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees", and related interpretations.
Accordingly, compensation cost for stock options is measured as the excess, if
any, of the estimated fair market value of the Company's stock at the date of
the grant over the amount an employee must pay to acquire the stock. The Company
has adopted the "disclosure only" alternative described in FAS 123 and SFAS 148
(See Recent Accounting Pronouncements), which require pro forma disclosures of
net income and earnings per share as if the fair value method of accounting had
been applied.

Fair value of financial instruments

The carrying amounts reported in the balance sheet for accounts payable and
accrued expenses approximate their fair market value based on the short-term
maturity of these instruments.

Recent accounting pronouncements

In December 2004, the FASB issued FASB Statement No. 123R, "Share-Based Payment,
an Amendment of FASB Statement No. 123" ("FAS No. 123R"). FAS No. 123R requires
companies to recognize in the statement of operations the grant- date fair value
of stock options and other equity-based compensation issued to employees. FAS
No. 123R is effective beginning in the Company's second quarter of fiscal 2006.
The Company is in process of evaluating the impact of this pronouncement on its
financial position.

In December 2004, the FASB issued SFAS Statement No. 153, "Exchanges of
Non-monetary Assets." The Statement is an amendment of APB Opinion No. 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. The Company believes that the adoption of
this standard will have no material impact on its financial statements.

In March 2004, the Emerging Issues Task Force ("EITF") reached a consensus on
Issue No. 03-1, "The Meaning of Other-Than-Temporary Impairment and its
Application to Certain Investments." The EITF reached a consensus about the
criteria that should be used to determine when an investment is considered
impaired, whether that impairment is other-than-temporary, and the measurement
of an impairment loss and how that criteria should be applied to investments
accounted for under SFAS No. 115, "ACCOUNTING IN CERTAIN INVESTMENTS IN DEBT AND
EQUITY SECURITIES." EITF 03-01 also included accounting considerations
subsequent to the recognition of an other-than-temporary impairment and requires
certain disclosures about unrealized losses that have not been recognized as
other-than-temporary impairments. Additionally, EITF 03-01 includes new
disclosure requirements for investments that are deemed to be temporarily
impaired. In September 2004, the Financial Accounting Standards Board (FASB)
delayed the accounting provisions of EITF 03-01; however the disclosure
requirements remain effective for annual reports ending after June 15, 2004. The
Company believes that the adoption of this standard will have no material impact
on its financial statements.

NOTE 4 -NOTES PAYABLE

In 2003, the Company extinguished approximately $642,000 of outstanding
principal on notes payable and $63,000 of interest thereon by paying
approximately $279,000 for the release of the obligations of the Company to the
note holders. For the year ended December 31, 2003, in connection with the
settlement of this debt, the Company recognized approximately $426,000 from
forgiveness of the notes payable.


                                       F-8
<PAGE>

                                COMPUPRINT, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2004

NOTE 5 - DISCONTINUED OPERATIONS

On August 19, 2003, the Company ceased operations in connection with the
acquisition of its common stock directly by an outside third party. The disposal
of the distribution and recycling business has been reflected as a discontinued
operation in the statement of operations. The comparative statements of
operation have been restated to reflect the discontinuance.

The Company sold all operations and net assets of its laser and inkjet printer
cartridge operations in exchange for forgiving debt, resulting in a gain of
$37,701. Prior to the sale of assets, the Company settled all operating
liabilities and recognized approximately $72,000 of gain in the extinguishment
of debts.

NOTE 6 - SHAREHOLDERS' DEFICIT

Common Stock

On December 29, 2003, the Company issued 3,000,000 shares of its common stock to
its president for services rendered. The Company recorded compensation expense
of $180,000 or $0.06 per share which approximates fair market value. Such
compensation is reflected in discontinued operations as the Company's current
president will continue to serve, up until the time where the Company's previous
operations have transitioned fully to its current ownership.

NOTE 7 - INCOME TAXES

At December 31, 2004, the Company had net operating loss carry forwards of
approximately $50,000 for federal and state income tax purposes available to
offset future taxable income expiring on various dates through 2024. During the
year ended December 31, 2003, the Company had a more than 50% change in
ownership, as defined in section 382 of the Internal Revenue Code ("IRC").
Following such a change in ownership, the IRC limits the annual utilization of
the Company's net operating losses to the value of the Company at the date of
change multiplied by the Federal long-term-tax exempt interest rate. However, in
addition to the change in ownership, the Company did not continue its historical
business after the change in ownership. Under Section 382(c)(1) of the IRC, the
Company can no longer use its net operating losses.

The Company's tax expense differs from the "expected" tax expense for the years
ended December 31, 2004 and 2003 as follows: he differences between the recorded
income taxes (benefits) and the expected income taxes/(benefit) using a 40%
effective tax rate are as follows:

                                                     Year Ended December 31,
                                                  -----------------------------
                                                      2004             2003
                                                  ------------     ------------

Expected income taxes (benefit)                   $    (19,000)    $     41,000
Permanent differences                                       --           72,000
Utilization of net operating loss                           --         (113,000)
Change in valuation allowance                           19,000               --
                                                  ------------     ------------
                                                  $         --     $         --
                                                  ============     ============


                                       F-9
<PAGE>

                                COMPUPRINT, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2004

NOTE 7 - INCOME TAXES (continued)

The tax effects of temporary differences that give rise to significant portions
of deferred tax assets and liabilities at December 31, 2004 are as follows:

Deferred tax assets:
Net operating loss carry forward                                   $     19,000
                                                                   ------------
Total gross deferred tax assets                                          19,000
Less valuation allowance
                                                                        (19,000)
Net deferred tax assets                                            $         --
                                                                   ============

The valuation allowance at December 31, 2004 was $19,000. The increase during
2004 was $19,000.

In assessing the realizability of the deferred tax assets, management considers
whether it is more likely than not that some portions or all of the deferred tax
assets will not be realized. The ultimate realization of deferred tax assets is
dependent upon the generation of future taxable income or changes in ownership
or business during the periods in which the temporary differences become
deductible. Due to the Company's continuing losses and recent change in
ownership, it is more likely than not that the deferred tax assets will not be
realized.

NOTE 8 - ADVANCES FROM SHAREHOLDER

In connection with the settlement of certain accounts payable and notes payable,
from time to time, the majority shareholder has advanced the Company $408,840.
The advances from the shareholder currently bear no interest and are payable
upon demand.


                                      F-10