**UNITED
      STATES SECURITIES AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**





FORM
      10-KSB





þ  Annual
      report under Section 13 or 15(d) of the Securities Exchange Act of 1934 for
      the
      fiscal year ended December 31, 2007.





 ̈  Transition
      report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
      for the transition period from _____ to _____.





Commission
      File Number 0-26181





**AngioGenex,
      Inc.**


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





**Nevada**
              (State
                or other jurisdiction of
              incorporation
                or organization)
            **86-0945116**
              (I.R.S.
                employer
              identification
                number)**425
                Madison Ave., Suite 902, New York, New York, 10017**
              (Address
                of principal executive offices and zip code)
              
              **(212)
                874-6008**
              (Registrant’s
                telephone number, including area
                code)





Securities
      registered pursuant to Section 12(b) of the Act: NONE





Securities
      registered pursuant to Section 12(g) of the Act:


Common
      Stock, $0.001 par value





Check
      whether the issuer is not required to file reports pursuant to Section 13 or
      15(d) of the Exchange Act.  ̈





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





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. þ





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).


YESoNO
þ





The
      issuer’s revenues for its fiscal year ended December 31, 2007 were
      $50,000.





Aggregate
      market value of the common equity held by non-affiliates of the issuer as of
      March 24, 2008 was $5,687,116.





Number
        of
        shares outstanding of the issuer’s common stock as of March 24, 2008: 21,053,406 shares.













**TABLE
      OF CONTENTS**





PagePART
                IItem
                1.
            Description
                of Business
            
            3Item
                2.
            Description
                of Property
            
            16Item
                3.
            Legal
                Proceedings
            
            16Item
                4.
            Submission
                of Matters to a Vote of Security Holders
            
            16PART
                IIItem
                5.
            Market
                for Common Equity and Related Stockholder Matters
            
            17Item
                6.
            Management’s
                Discussion and Analysis or Plan of Operation
            
            19Item
                6.
            Risk
                Factors
            
            25Item
                7.
            Financial
                Statements
            
            41Item
                8.
            Changes
                in and Disagreements With Accountants on Accounting and Financial
                Disclosure
            
            41Item
                8A.
            Controls
                and Procedures
            
            41Item
                8B.
            Other
                Information
            
            43PART
                IIIItem
                9.
            Directors,
                Executive Officers, Promoters and Control Persons; Compliance with
                Section
                16(a) of the Securities Exchange Act
            
            44Item
                10.
            Executive
                Compensation
            
            47Item
                11.
            Security
                Ownership of Certain Beneficial Owners and Management and Related
                Stockholder Matters
            
            49Item
                12.
            Certain
                Relationships and Related Transactions
            
            51Item
                13.
            Exhibits
            
            52Item
                14.
            Principal
                Accountant Fees and Services
            
            53SIGNATURES
            
            53EXHIBIT
                INDEX
            
            54








**PART
      I**





**CAUTIONARY
      NOTICE REGARDING FORWARD-LOOKING STATEMENTS**





This
      annual report on Form 10-KSB and the documents incorporated by reference include
      “forward-looking statements.” To the extent that the information presented in
      this report discusses financial projections, information or expectations about
      our business plans, results of operations, products or markets, or otherwise
      makes statements about future events, such statements are forward-looking.
      Such
      forward-looking statements can be identified by the use of words such as “may,”
“will,” “should,” “might,” “would,” “intends,” “anticipates,” “believes,”
“estimates,” “projects,” “forecasts,” “expects,” “plans,” and “proposes.”
Although we believe that the expectations reflected in these forward-looking
      statements are based on reasonable assumptions, there are a number of risks
      and
      uncertainties that could cause actual results to differ materially from such
      forward-looking statements. These include, among others, the cautionary
      statements in the “Risk Factors” and “Management’s Discussion and Analysis and
      Plan of Operation” sections of this report. These cautionary statements identify
      important factors that could cause actual results to differ materially from
      those described in the forward-looking statements. When considering
      forward-looking statements in this report, you should keep in mind the
      cautionary statements in the “Risk Factors” section above and “Management’s
      Discussion and Analysis or Plan of Operation” section below, and other
      sections of this report.




The
      statements contained in this Registration Statement that are not purely
      historical are forward-looking statements within the meaning of Section 27A
      of
      the Securities Act of 1933 and Section 21E of the Securities Exchange Act of
      1934, including, without limitation, statements regarding our expectations,
      objectives, anticipations, plans, hopes, beliefs, intentions or strategies
      regarding the future.





All
      forward-looking statements included in this document are based on information
      available to us on the date hereof, and we assume no obligation to update any
      such forward-looking statements. It is important to note that our actual results
      could differ materially from those included in such forward-looking statements.
      For a more detailed explanation of such risks, please see “Risk Factors” below.
      Such risks, as well as such other risks and uncertainties as are detailed in
      our
      SEC reports and filings for a discussion of the factors that could cause actual
      results to differ materially from the forward-looking statements.





The
      following discussion should be read in conjunction with the audited consolidated
      financial statements and the notes included in this report on Form 10-KSB and
      the section entitled “Management’s Discussion and Analysis of Financial
      Condition and Plan of Operation” included in this report on Form
      10-KSB.




2




**ITEM
      1.**  **DESCRIPTION
      OF BUSINESS**





**History
      and Background**





AngioGenex
      is a development stage biopharmaceutical company focused on creating products
      that are uniquely useful for the treatment, diagnosis and prognosis of cancer.
      Our development programs focus on (1) the discovery and development of orally
      active anti-cancer drugs that act by modulating the action of the Id (inhibitor
      of differentiation) proteins, (2) the measurement of Id proteins in tumors
      and
      blood to create products for the diagnosis and prognosis of cancer and (3)
      generating proof-of-concept data in relevant preclinical models to establish
      that modulation of Id genes and proteins is useful to treat non-oncologic
      diseases in which a surplus or deficit in the growth of blood vessels is an
      important part of the underlying pathology. Our proprietary technology is based
      on the research work of Dr. Robert Benezra and his colleagues at Memorial Sloan
      Kettering Cancer Center (MSKCC), who discovered the Id, or inhibitor of
      differentiation genes and corresponding Id proteins and established their role
      in the formation of new blood vessels (angiogenesis) required for tumor growth
      and metastasis. Our intellectual property includes the rights to biotechnology
      in the Id field, which we acquired under exclusive worldwide licenses from
      MSKCC, and our own patented and proprietary technology and molecules that we
      have generated while developing our Id based anti-angiogenesis anti-cancer
      and
      other strategies.





AngioGenex,
      Inc.was incorporated in the State of Nevada on April 2, 1999.





On
      April
      3, 2000, in exchange for $30,000 we obtained from MSKCC an exclusive worldwide
      license two patent applications relating to a method for modulating tumor growth
      and metastasis of tumor cells based on the Id technology and Id knockout mice
      useful for testing and developing useful products for the treatment, diagnosis
      and prognosis of cancer. The license agreement provides that an additional
      $200,000 shall be paid to MSKCC upon the submission to any regulatory authority
      of the first new drug application for any licensed product and $500,000 to
      be
      paid upon the first regulatory authority approval. In addition, the agreement
      also provides for royalty payments to MSKCC ranging from 2.5% - 4% of net sales
      and 15% of gross revenues from sub-license fees.





We
      licensed our intellectual property relating to Id related diagnostic,
      bio-analytical or prognostic products to BioCheck Inc. pursuant to a Development
      and Marketing Agreement entered into on December 15, 2003. AngioGenex has
      licensed the rights to develop Id based prognostics and diagnostics to BioCheck
      in exchange for milestones, royalties and the right to use internally, any
      developed technology (such as new assays or monoclonal antibodies). BioCheck,
      a
      subsidiary of OXIS International, Inc., is a leading producer of clinical
      diagnostic assays, including high quality enzyme immunoassay research services
      and immunoassay kits for cardiac and tumor markers, infectious diseases, thyroid
      function, steroids, and fertility hormones designed to improve the accuracy,
      efficiency, and cost-effectiveness of *in
      vitro* (outside
      the body) diagnostic testing in clinical laboratories. BioCheck focuses
      primarily on the immunoassay segment of the clinical diagnostics market.
      BioCheck offers over 40 clinical diagnostic assays manufactured in its 15,000
      square foot, U.S. Food and Drug Administration, or FDA, certified Good
      Manufacturing Practices device-manufacturing facility in Foster City,
      California.





3





On
      December 1, 2005, AngioGenex entered into an Agreement and Plan of
      Reorganization with eClic, Inc.  a
      Nevada
      corporation and a reporting company under Section 13 or Section 15(d) of the
      Securities Exchange Act of 1934, as amended, pursuant to which AngioGenex was
      merged with eClic Acquisition Corporation, a wholly owned subsidiary with no
      assets or liabilities formed solely for the purpose of facilitating the merger.
      eClic acquired all of the issued and outstanding capital stock of AngioGenex,
      Inc. in exchange for a total of 11,187,000 shares of the eClic Class A common
      stock, which constituted approximately 88% of the shares of issued and
      outstanding common stock of eClic and 94% of its equity on a fully diluted
      basis. The sole director and officer of eClic resigned on the effective date
      of
      the merger, December 30, 2005 and the directors and officers of AngioGenex
      became the directors and officers of the merged company. Subsequent to the
      merger, eClic changed its name to AngioGenex, Inc. eClic was a blank check
      company incorporated in March 1999, and had no business activities prior to
      the
      date of the Agreement and Plan of Reorganization. Pursuant to Rule 12g-3 of
      the
      Exchange Act AngioGenex was the successor issuer to eClic for reporting purposes
      under the Exchange Act.





eClic
      Acquisition Corporation, the wholly owned subsidiary of eClic, Inc., changed
      its
      name to AngioGenex Therapeutics subsequent to the merger. AngioGenex
      Therapeutics, Inc. was merged into AngioGenex, Inc. on March 8, 2006, and the
      shareholders of AngioGenex Therapeutics, Inc. (who were the former shareholders
      of AngioGenex, the pre-merger New York corporation) were issued one share of
      AngioGenex, Inc. for every share of AngioGenex Therapeutics, Inc.





AngioGenex
        is a development stage company and has incurred significant losses since
        inception. We had an accumulated deficit of approximately $4,109,483 as of
        December 31, 2007. These losses have resulted principally from costs incurred
        in
        connection with research and development activities, license fees, patent
        expenses and general and administrative expenses.





**RESEARCH
      AND DEVELOPMENT PROGRAMS**





**Anti-Cancer
      Therapeutics**





Our
      main
      focus is the discovery and development of one or more anti-cancer drug product
      candidates that act by preventing the formation of blood vessels (angiogenesis)
      into tumors that act by modulating the action of the Id (inhibitor of
      differentiation) proteins.





***Scientific
      Background***





Cancer
      is
      a genetic disease resulting in deregulated cell growth. Tumor suppressor genes
      and oncogenes inhibit or stimulate cell growth or proliferation and are normally
      in balance. Mutations in either or both of these gene classes can lead to
      cancer. Over the past 20 years, much research has focused on inhibiting the
      growth of tumor cells by either altering the activity of oncogenes or tumor
      suppressors so that normal cell growth properties are restored. This approach
      has met with limited success for several reasons. Tumor cells can acquire
      mutations rapidly and drugs designed to kill the tumor cell or alter protein
      activity are often countered with further mutations leading to drug resistance.
      In addition, many of the oncogenes and tumor suppressors have normal healthy
      counterparts that are required for normal cell functions so that inhibiting
      their activity often causes serious side effects and toxicities. Finally, the
      mechanisms of action of some oncogene and tumor suppressors are poorly
      understood limiting the development of more specific drug therapies. For these
      reasons, alternate approaches to the management and cure for cancer have been
      actively pursued.





4




***The
      Anti-Angiogenic Approach.***





One
      anti-cancer approach that has received much attention in recent years involves
      targeting the blood supply of the tumor. If tumors are prevented from recruiting
      new blood vessels for nutrients (through a process called angiogenesis) they
      cannot grow beyond a very small size and cannot spread (metastasize) to other
      parts of the body, rendering them essentially harmless to the patient. This
      approach is attractive because unlike tumor cells, the cells that form blood
      vessels do not acquire mutations at any appreciable rate and, therefore, it
      is
      unlikely that they would acquire drug resistance. In addition, certain research
      indicates that the growth of blood vessels around tumors is a different process
      than normal angiogenesis in adults suggesting it is possible to develop
      non-toxic drug regimens for treating cancer. Normal angiogenesis occurs in
      adults primarily in wound healing and certain reproductive functions. Finally,
      the molecular steps that result in angiogenesis are becoming better understood,
      thereby providing new targets for anti-angiogenic drug design. Among these,
      the
      Id genes and Id proteins have been demonstrated to play a key role in tumor
      angiogenesis.





The
      Id
      genes act early in fetal development to promote the growth of cells and blood
      vessels but are turned off prior to birth and are usually inactive in adult
      life. The Id gene is reactivated in many tumor cells in the early stages of
      the
      disease and, importantly, it is also expressed in the blood vessels that
      infiltrate tumors. Through genetic manipulations in mice it has been shown
      that
      partial loss of Id gene function leads to an inhibition of the growth and
      metastasis of tumors. This inhibition can be attributed to the failure of the
      animals to develop an intact vasculature (network of blood vessels) within
      the
      tumor mass resulting in significant cancer cell death. Importantly, animals
      with
      reduced Id levels show no other obvious physiological abnormalities. Thus,
      the
      Id genes and proteins become attractive drug targets for the following
      reasons:





•
            The
                Id proteins have been shown to be a key component for tumor
                angiogenesis.


•
            The
                Id proteins are fetal specific and are only re-expressed during tumor
                vascularization but not in normal adult vasculature (with the exception
                of
                wound healing and reproductive functions) making it possible to design
                drugs that are not expected to cause
                side-effects




5




•
            Only
                partial reduction in Id activity causes a significant inhibition
                of tumor
                angiogenesis.  •
            The
                mechanism of Id action is well understood-thus allowing high-throughput
                screening and rational design of drug
                candidates.


•
            Inactivation
                of Id before or after tumor formation is effective in preventing
                or
                limiting tumor growth in animal models that we believe is reasonably
                predictive of human activity.


•
            Compounds
                of a known chemical class have been identified that bind and inhibit
                the
                Id protein in a biochemical and a cell culture
                screen.





We
      are
      pursuing strategies to inactivate either the Id genes or Id proteins to inhibit
      the growth and metastasis of tumors. We are funding ongoing research concerning
      their activity for the design of more potent and efficient Id protein
      inhibitors.





***Id-Based
      Oncology Therapeutics*** .





The
      discovery and development of one or more anticancer drugs that act by preventing
      the formation of blood vessels (angiogenesis) into tumors by either by blocking
      the action of the Id genes or Id proteins is the primary corporate goal of
      AngioGenex. The validation of the usefulness of inhibiting blood vessel
      formation in cancer has been shown in man using drugs such as Avastin{trademark}
      whose target is vascular endothelial growth factor. While these drugs appear
      to
      be only modestly effective, they demonstrate the potential value of treating
      cancer by this approach and suggest that a more potent and selective agent
      would
      be an even more important addition to cancer therapy.





There
      is
      considerable evidence to demonstrate the effects of several Id proteins (Id1,
      Id2, and Id3) on different aspects of cellular growth. The participation of
      Id
      proteins in advanced human malignancy has been supported by the discovery that
      they exert pivotal contributions to essential cellular alterations that
      collectively cause malignant growth. The Id proteins support the formation
      of
      blood vessels into tumors that results in growth and metastasis. These proteins
      comprise a particularly compelling target for drug discovery because they are
      either absent or present in very low concentration in normal adult tissues.
      They
      are normally required only for wound healing and certain reproductive functions
      in adults. As a result, inhibition of Id proteins would be limited to the tumor
      and would not be expected to affect normal cellular functions and cause toxicity
      like other anti-angiogenic drugs that are less selective. Dr. Robert Benezra
      of
      Memorial Sloan Kettering has shown that mice that are deficient in one or more
      copies of the Id proteins (Id1 and/or Id3) are unable to support the growth
      and
      metastasis of tumors caused by the injection of several different types of
      cancer cells. Negative effects of Id deletion on preformed tumors have also
      been
      demonstrated. The evidence for the lack of growth of tumors with Id deficiency
      has been extended by using genetically modified mice that harbor either
      activated oncogenes or mutated tumor suppressor genes that are commonly found
      in
      human cancers including breast and prostate. The inhibition of tumor growth
      in
      these animals is especially important since they are the most challenging models
      available and, as a result, are not often used by others to identify anti-cancer
      drugs. These are compelling models that mimic the human course of the disease
      because these animals are immune competent and the tumors develop spontaneously
      rather than grow from tumor cells that are injected into the mouse.





6


We
      conducted research to identify other inhibitors with superior characteristics
      for development as anti-cancer drugs using a rational computational drug design
      approach , at a number of contract research organizations and collaborating
      laboratories. Cengent Therapeutics, Inc commenced a collaborative effort in
      June
      2004. Part of this effort involved the screening, using an assay developed
      by
      AngioGenex, of both large and small libraries of small organic and naturally
      occurring molecules for their ability to inhibit the Id proteins. Rational
      drug
      design was employed using the most advanced research technology. For example,
      the crystal structure of Id1 has been identified and computational analysis
      was
      used to determine the site of binding of a known anti-Id drug with modest
      inhibitory activity. The initial findings have led to the selection of
      approximately 350 small molecules and 12 peptides that were acquired for further
      winnowing through additional screening with the objective of selecting one
      or
      more compounds for more advanced testing. Two compounds with the desired anti-Id
      property were identified and tested in established animal tumor models for
      their
      ability to block blood vessel formation and to inhibit tumor growth, designated
      AGX8 and AGX51. Based on these findings, screening results and other information
      that has been accrued, we identified a number of more potent anti-Id molecules,
      including AGX8 and AGX51, which were the subject of a recently filed patent
      application and we are conducting further pre-clinical research with these
      molecules at the Southern Research Institute, a contracting research
      organization.





We
      are
      also pursuing the potential in-licensing from Memorial Sloan Kettering Cancer
      Center of a patent application filed in January 2008 covering a targeted peptide
      conjugated anti-sense oligonucleotide compound that prevents angiogenesis by
      inhibiting Id gene expression and blocks both tumor formation and metastasis
      in
      mice. Although our licensed patent position with regard to our previous license
      from MSKCC creates unique synergies, we cannot give assurance that we will
      be
      successful in licensing this new patent application from MSKCC.





Our
      lead
      compounds AGX8 and AGX51 will be subjected to further testing in animals to
      obtain preliminary knowledge of their properties including safety and then
      they
      will be subjected to the more stringent tests required to complete the FDA
      requirements for an IND (Investigational New Drug Application). Clinical studies
      will then be conducted first in normal volunteers and then in cancer patients
      to
      obtain preliminary results regarding the safety and efficacy of the drugs (Phase
      I & II). If the results of both the animal and clinical studies indicate
      that the drugs has potential as an anti-cancer agent, we will attempt to
      identify a partner willing to assume financial responsibility while sharing
      clinical development responsibility for completing the requirements for an
      NDA
      (New Drug Application) and marketing.





7





While
      progress in the identification of an anti-Id molecule is proceeding with some
      success, we are acutely aware of the difficulties that are usually encountered
      in finding a drug that is effective in treating cancer. The major obstacle
      is
      the heterogeneity of tumors. That is, while cancer is thought to begin with
      the
      mutation of a single cell, the tumors that are formed are made up of numerous
      cellular cousins. As a result, drug treatment does not usually eliminate all
      the
      tumor cells (resistance) and the recurrence and metastasis of a tumor can be
      fatal. A major advantage of our technology is that it is expected to circumvent
      this problem; anti-Id therapy is not aimed at the heterogeneous tumor cells
      but
      at the source of the formation of blood vessels. The latter are necessary if
      a
      tumor is to survive beyond the size of a pencil eraser. Elimination of the
      action of the Id proteins has been shown to block tumor formation in genetically
      modified animals that carry the human form of tumors with an effectiveness
      that
      is unequaled in the scientific literature. We expect to out-license the rights
      to our lead product candidates at some point prior to initiation of Phase III
      clinical trials to a licensor capable of funding and efficiently executing
      such
      clinical trials, and undertaking the manufacturing and marketing of the licensed
      drug compound.





**Id-Related
      Ocular Therapeutics.**





There
      are
      other important diseases besides cancer in which the abnormal growth of blood
      vessels contributes to the underlying pathology. These include ARMD (age related
      macular degeneration) and diabetic retinopathy where growth of blood vessels
      has
      been implicated in the loss of vision and blindness. These are major diseases
      for which existing treatments are unsatisfactory. Medical experts in these
      diseases believe, and there is some experimental evidence to suggest, that
      blocking the growth of blood vessels would be therapeutic. All research in
      the
      ocular was conducted for us at the University of Florida in 2004 and supervised
      by Glenn Stoller MD, the principal investigator and a practicing ophthalmologist
      and Patricia D'Amore, PhD (Schepens Eye Institute, Harvard), an expert in
      angiogenesis in the eye. Promising results were obtained in two animal models
      used routinely to identify drugs useful to treat these diseases. The first
      model
      involves subjecting very young mice to high oxygen concentrations (hyperoxia),
      a
      procedure that causes growth of blood vessels in the eye. This model is used
      routinely to screen for agents to treat ARMD. The absence of Id genes and
      proteins prevented the growth of blood vessels into the eye in this animal
      model. A second mouse model of ARMD that employs argon laser injury was also
      used to investigate the role of the Id genes and proteins in ocular
      angiogenesis. The argon laser model is the most predictive of a beneficial
      action of a drug or procedure for the treatment of ARMD. As in the hyperoxia
      model, Id deletion resulted in a failure of growth of new blood vessels into
      the
      eye.





Additional
      research is planned subject to available capital resources to confirm and extend
      these findings and anti-Id molecules will be used in an attempt to reproduce
      these results. An anti-sense molecule that is known to block blood vessel
      formation in one in vivo model would be tested in the eye models and, if active,
      additional investigations would be initiated to identify a chemically related
      compound with more desirable properties that could be considered for development
      as a therapeutic for ARMD.





8


After
      selection of a molecule suitable for development as a drug, we plan to seek
      a
      partner in the ocular area who will assume responsibility for completing the
      work to market.





**OUT-LICENSED
      TECHNOLOGY**





***BioCheck,
      Inc.: Id-based Products for Diagnosis/Prognosis of
      Cancer*** .





We
      licensed our intellectual property relating to Id related diagnostic,
      bio-analytical or prognostic products to BioCheck Inc. pursuant to a Development
      and Marketing Agreement entered into on December 15, 2003. AngioGenex licensed
      the rights to develop Id based prognostics and diagnostics to BioCheck in
      exchange for milestones, royalties and the right to use internally any developed
      technology (such as new assays or monoclonal antibodies). BioCheck, a subsidiary
      of OXIS International, Inc., is a leading producer of clinical diagnostic assays
      including high quality enzyme immunoassay research services and immunoassay
      kits
      for cardiac and tumor markers, infectious diseases, thyroid function, steroids,
      and fertility hormones designed to improve the accuracy, efficiency, and
      cost-effectiveness of *in
      vitro* (outside
      the body) diagnostic testing in clinical laboratories. BioCheck has a proven
      record in the field having created a number of successfully marketed diagnostic
      kits including EPT{trademark} (Early Pregnancy Test). BioCheck focuses primarily
      on the immunoassay segment of the clinical diagnostics market. BioCheck offers
      over 40 clinical diagnostic assays manufactured in its 15,000 square foot,
      U.S.
      Food and Drug Administration, or FDA, certified Good Manufacturing Practices
      device-manufacturing facility in Foster City, California.





***License
      Agreement with BioCheck***





We
      licensed our intellectual property relating to Id related diagnostic,
      bio-analytical or prognostic products to BioCheck Inc. pursuant to a Development
      and Marketing Agreement entered into on December 15, 2003. AngioGenex has
      licensed the rights to develop Id based prognostics and diagnostics to BioCheck
      in exchange for milestones, royalties and the right to use internally, any
      developed technology (such as new assays or monoclonal antibodies). BioCheck,
      a
      subsidiary of OXIS International, Inc., is a leading producer of clinical
      diagnostic assays. BioCheck, in collaboration with AngioGenex. has been
      investigating the Id technology for its potential for the diagnosis and
      prognosis of various types of cancers. .





BioCheck
      and AngioGenex have developed monoclonal antibodies for both human and mouse
      Id1, Id2 and Id3. Currently, BioCheck is developing monoclonal antibodies for
      all four Id proteins (Id1, Id2, Id3 and Id4) for use in standard ELISA type
      tests and for kits for detection of the proteins in tumors and other tissues.
      These monoclonal antibodies are critical to the development of diagnostics
      and
      other research in the Id area. These antibodies will also be used to identify
      those tumors in which Id proteins are expressed that may be amenable to anti-Id
      therapy.





9


The
      monoclonal antibodies to the Id1 and Id3 proteins are the subject of a patent
      application jointly owned by AngioGenex and BioCheck. Their availability is
      expected to provide AngioGenex multiple opportunities to answer key questions
      regarding the action of the Id proteins that could not be addressed heretofore
      with certainty since only polyclonal antibodies are commercially obtainable.
      Their availability is expected to have a positive impact on progress of our
      product development programs.





The
      development of a serum test for breast cancer using a standard ELISA format
      is
      the second diagnostic product that is under development by BioCheck. The ability
      to detect the presence of breast cancer at a very early stage would allow early
      intervention and a much better opportunity to treat this disease successfully.
      The test would also provide early detection of reemergence of the disease
      following therapy and signal the need to re-institute therapy. Pilot
      measurements of serum Id proteins from patients with breast cancer suggest
      the
      possibility of developing a highly sensitive test that will allow early
      detection and the ability to monitor the progress of the disease during and
      after therapy. A small number of serum samples comparing age matched normal
      individuals and breast cancer patients were assayed blindly using the ELISA
      assay developed at BioCheck. This diagnostic test correctly identified the
      breast cancer patients and gave no false positives or false negatives.
      Additional clinical testing will be conducted to confirm these findings.





Recent
      reports in the scientific literature suggest that Id measurements could also
      be
      useful in the prognosis of melanoma and cervical cancer. As testing for Id
      proteins progresses in breast cancer patients, it is likely that other tumors
      will eventually be made part of BioCheck’s efforts in the diagnostic prognostic
      area. The development of highly sensitive diagnostic and prognostic tests of
      the
      ELISA type is aided by the use of monoclonal antibodies to the Id
      proteins.





**COMPETITION**





We
      believe that there is no other company developing an Id-based therapeutic,
      diagnostic or prognostic product. However, there are a large number of
      competitors developing cancer therapeutics based on an anti-angiogenic approach.
      There are also, a significant number of companies developing therapeutics and
      diagnostics based on other technologies. The table below presents our
      competitors' principal anti-angiogenic drug and biologic candidates currently
      in
      clinical trials. The table is representative and not all-inclusive.





10




PRINCIPAL
      ANTI-ANGIOGENIC DRUGS IN CLINICAL TRIALS FOR CANCER




Drug
              
              Company
              
              Action(s)
              
              Clinical
                  statusAvastin
              
              Genentech,
                  Inc.
              
              Monoclonal
              
              Market
                  approval first-line or previously untreated metastatic cancer of
                  the
                  antibody to VEGF colon or rectum received Q1/04 Phase III for adjuvant
                  colorectal cancer, renal cell carcinoma, prostate cancer, and metastatic
                  and locally advanced pancreatic cancerNeovastat
                  AE-941
              
              NCI,
                  Aeterna,
                  Zentaris
                    Inc.,
              
              Multiple
              
              Phase
                  III for NSCLC mechanisms, eg inhibits
                  MMPs, blocks binding of
                  VEGF
                    to its receptor, promotes apoptosis of endothelial cells and
                    increases
                    levels of angiostatin, a naturally occurring anti- angiogenic
                    agent.Thalidomide
              
              Celgene
              
              Immunomodulation
              
              NDA
                  submitted for multiple myeloma, Phase III for renal cell cancer,
                  Phase II
                  for prostateRevlimid/Actimed
              
              Celgene
              
              Immunomodulatory
              
              Phase
                  II/III for prostate thalidomide and multiple myeloma, analogs Phase
                  III
                  for metastaic melanoma, Phase II for solid tumors and
                  MDSCombrestatin-A4
              
              OXiGene
              
              Directly
                  inhibits
              
              Phase
                  I/II for advanced endothelial cells colorectal cancer, Phase II
                  for
                  breast, Phase I for cervical, Phase I/II for head/neck cancer,
                  Phase II
                  for lung cancer, Phase II for ovarian cancer, Phase I/II prostate
                  cancer,
                  Phase II for advanced regional or metastatic anaplastic thryoid
                  cancerPTK787
                  ZK222584
              
              Schering
                  AG
              
              Inhibits
                  VEGF receptor
                  tyrosine
                  kinases
              
              Phase
                  III for colorectalBMS-275291
              
              Bristol
                  Meyers Squibb
                  Co.
              
              MMP
                  inhibitor
              
              Phase
                  III combination with Paclitaxel
                  and Carboplatin for for
                  NSCLCilengitide
                  (EMD121974)
              
              Merck
                  KGaA
              
              Integrin
                  inhibitor
              
              Phase
                  I for solid tumors or lymphomaPanzem
              
              EntreMed,
                  Inc.
              
              Steroid
                  (2-Methoxy
                  estradiol)
              
              Phase
                  II for various solid tumorsLY317615
              
              Eli
                  Lilly & Co.
              
              Protein
                  kinase C Inhibitor
              
              Phase
                  II for gliomas & lymphomasIL-12
                  + IL-2
              
              NCI,
                  Chiron, Wyeth
              
              Multiple
                  mechanisms
              
              Phase
                  I for lymphoma, Phase I
                  for neuroblastomaIL-12
              
              Wyeth,
                  NCI
              
              Multiple
                  Mechanisms
              
              Phase
                  II for lymphoma, Phase
                  II for ovarian, Phase
                  I
                    for kidney, Phase I for solid
                    tumorsFragmin
              
              Pfizer,
                  Inc.
              
              Blocks
                  matrix
              
              Phase
                  II/III for pancreatic breakdownSuramin
              
              Pfizer,
                  Inc.
              
              Blocks
                  matrix
              
              Kidney
                  Phase I/II, breast cancer Phase I/II Phase I
                  for
                  bladder breakdownVEGF-Trap
                  AVE0005
              
              Sanofi-Aventis
              
              Blocks
                  VEGF
              
              Phase
                  I for solid tumors,Regeneron
                  Pharmaceuticals
                  Inc.
              
              
              
              Phase
                  I for non-Hodgkin's lymphomaVitaxin
              
              Medimmune,
                  Inc. inhibits
                  key
                  integrin
              
              Antibody
                  that
              
              Phase
                  II for melanoma and prostate
                  cancerZD6474
              
              AstraZeneca
                  Plc
              
              Blocks
                  VEGF and EGF
                  receptors
              
              Phase
                III for myeloma, SCLC and
                NSCLC, Phase II for solid
                tumorsPI-88
              
              Progen
                  Industries Ltd.
              
              Mechanism
                  not established
              
              Phase
                  II for myeloma, liver and
                  lung cancerIMC-1121b
              
              Imclone
              
              Inhibition
                  of VEGFR-2
              
              Phase
                  I for solid tumorsCDP791
              
              Imclone
              
              Inhibition
                  of VEGFR-2
              
              Phase
                  II for solid tumors




Most
      of
      the drugs in the above table are directed at biochemicals that are growth
      factors such as VEGF, fibroblast growth factor, and others, or important
      remodeling chemicals such as integrins, matrix metallo-proteinase inhibitors,
      and others.





Various
      efforts are being made to deliver the growth factors noted above using gene
      therapy approaches.





**GOVERNMENT
      REGULATION**





The
      Food
      and Drug Administration or “FDA” and comparable regulatory agencies in foreign
      countries, as well as drug regulators in state and local jurisdictions, impose
      substantial requirements upon the clinical development, manufacture and
      marketing of pharmaceutical products. These agencies and other federal, state
      and local entities regulate research and development activities and the human
      testing, manufacture, quality control, safety, effectiveness, labeling, storage,
      record keeping, approval, advertising, and promotion of AngioGenex's lead
      product and any other products we may develop, acquire, or
      in-license).





11





The
      process required by the FDA under the drug provisions of the United States
      Food,
      Drug, and Cosmetic Act before AngioGenex's initial products may be marketed
      in
      the U.S. generally involves the following:





·
            Preclinical laboratory and animal
              tests;  ·
            Submission
                of an Investigational New Drug application or “IND”, which must become
                effective before human clinical trials may
                begin;


·
            Adequate
                and well-controlled human clinical trials to establish the safety
                and
                efficacy of the product candidate for its intended
                use;  ·
            Submission to the FDA of an New Drug
              Application or “NDA”; and  ·
            FDA review and approval of an
              NDA.




The
      testing and approval process requires substantial time, effort, and financial
      resources, and we cannot be certain that any approval will be granted on a
      timely basis, if at all. Preclinical tests include laboratory evaluation of
      the
      product candidate, its chemistry, formulation and stability, as well as animal
      studies to assess the potential safety and efficacy of the product candidate.
      Certain preclinical tests must be conducted in compliance with good laboratory
      practice regulations. Violations of these regulations can, in some cases, lead
      to invalidation of the studies, requiring such studies to be replicated. In
      some
      cases, long-term preclinical studies are conducted while clinical studies are
      ongoing.





The
      company submits the results of the preclinical tests, together with
      manufacturing information and analytical data, to the FDA as part of an IND,
      which must become effective before we may begin human clinical
      trials.





The
      IND
      automatically becomes effective 30 days after receipt by the FDA, unless the
      FDA, within the 30-day time period, raises concerns or questions about the
      conduct of the trials as outlined in the IND and imposes a clinical hold. In
      such a case, the IND sponsor and the FDA must resolve any outstanding concerns
      before clinical trials can begin. The submission of an IND may not result in
      FDA
      authorization to commence clinical trials. All clinical trials must be conducted
      under the supervision of a qualified investigator in accordance with good
      clinical practice regulations. These regulations include the requirement that
      all subjects provide informed consent.





Further,
      an independent Institutional Review Board ("IRB") at each medical center
      proposing to conduct the clinical trials must review and approve any clinical
      study. The IRB also continues to monitor the study and must be kept aware of
      the
      study's progress, particularly as to adverse events and changes in the research.
      Progress reports detailing the results of the clinical trials must be submitted
      at least annually to the FDA and more frequently if adverse events
      occur.


Human
      clinical trials are typically conducted in three sequential phases that may
      overlap:





·  Phase
      I:
      The drug is initially introduced into healthy human subjects or patients and
      tested for safety, dosage tolerance, absorption, metabolism, distribution,
      and
      excretion.





12




·  Phase
      II:
      The drug is studied in a limited patient population to identify possible adverse
      effects and safety risks, to determine the efficacy of the product for specific
      targeted diseases and to determine dosage tolerance and optimal
      dosage.





·  Phase
      III: When Phase II evaluations demonstrate that a dosage range of the drug
      is
      effective and has an acceptable safety profile, Phase III trials are undertaken
      to further evaluate dosage and clinical efficacy and to further test for safety
      in an expanded patient population, often at geographically dispersed clinical
      study sites.





The
      FDA
      or the Institutional Review Board or the IND sponsor may suspend clinical trials
      at any time on various grounds, including a finding that the subjects or
      patients are being exposed to an unacceptable health risk.





Concurrent
      with clinical trials and pre-clinical studies, the company must also develop
      information about the chemistry and physical characteristics of the drug and
      finalize a process for manufacturing the product in accordance with good
      manufacturing practice ("GMP") requirements. The manufacturing process must
      be
      capable of consistently producing quality batches of the product, and management
      must develop methods for testing the quality, purity, and potency of the final
      products. Additionally, appropriate packaging must be selected and tested and
      chemistry stability studies must be conducted to demonstrate that the product
      does not undergo unacceptable deterioration over its shelf-life.





The
      results of product development, pre-clinical studies, and clinical studies
      are
      submitted to the FDA as part of an NDA for approval of the marketing and
      commercial shipment of the product. The FDA reviews each NDA submitted and
      may
      request additional information, rather than accepting the NDA for filing. In
      this event, the application must be resubmitted with the additional information.
      The resubmitted application is also subject to review before the FDA accepts
      it
      for filing. Once the FDA accepts the NDA for filing, the agency begins an
      in-depth review of the NDA. The FDA has substantial discretion in the approval
      process and may disagree with AngioGenex's interpretation of the data submitted
      in the NDA.





The
      review process may be significantly extended by FDA requests for additional
      information or clarification regarding information already provided. Also,
      as
      part of this review, the FDA may refer the application to an appropriate
      advisory committee, typically a panel of clinicians, for review, evaluation
      and
      a recommendation. The FDA is not bound by the recommendation of an advisory
      committee. Manufacturing establishments often also are subject to inspections
      prior to NDA approval to assure compliance with GMPs and with manufacturing
      commitments made in the relevant marketing application.





Submission
      of an NDA with clinical data requires payment of a fee. For fiscal year 2005,
      that fee was $672,000. In return, the FDA assigns a goal often months for
      standard NDA reviews from acceptance of the application to the time the agency
      issues its "complete response," in which the FDA may approve the NDA, deny
      the
      NDA if the applicable regulatory criteria are not satisfied, or require
      additional clinical data. Even if these data are submitted, the FDA may
      ultimately decide that the NDA does not satisfy the criteria for approval.
      If
      the FDA approves the NDA, the product becomes available for physicians to
      prescribe. Even if the FDA approves the NDA, the agency may decide later to
      withdraw product approval if compliance with regulatory standards is not
      maintained or if safety problems occur after the product reaches the market.
      The
      FDA may also require post-marketing studies, also known as Phase IV studies,
      as
      a condition of approval to develop additional information regarding the safety
      of a product. In addition, the FDA requires surveillance programs to monitor
      approved products that have been commercialized, and the agency has the power
      to
      require changes in labeling or to prevent further marketing of a product based
      on the results of these post-marketing programs.





13


The
      FDA
      regulates drug labeling and promotion activities. The FDA has actively enforced
      regulations prohibiting the marketing of products for unapproved uses. Under
      the
      FDA Modernization Act of 1997, the FDA will permit the promotion of a drug
      for
      an unapproved use in certain circumstances, but subject to very stringent
      requirements.





Whether
      or not FDA approval has been obtained, approval of a pharmaceutical product
      by
      comparable governmental regulatory authorities in foreign countries must be
      obtained prior to the commencement of clinical trials and subsequent sales
      and
      marketing efforts in those countries. The approval procedure varies in
      complexity from country to country, and the time required may be longer or
      shorter than that required for FDA approval. We may incur significant costs
      to
      comply with these laws and regulations now or in the future.





**Marketing
      and Sales**




We
      do not
      intend to manufacture the products we may develop. We intend to license to,
      or
      enter into strategic alliances with companies like BioCheck, Inc. and larger
      companies in the pharmaceutical business which are equipped to manufacture
      and/or market our products, if any, through their well developed distribution
      networks. We intend to license some or all of our worldwide patent rights to
      more than one company to achieve the fullest development, marketing and
      distribution of our products, if any.





**H.**  **Patents,
      Trademarks, and Copyrights**





We
      are
      substantially dependent on our ability to obtain and maintain patents and
      proprietary rights for our product candidates, particularly those relating
      to
      our proprietary anti-Id compounds, and to avoid infringing the proprietary
      rights of others. We have interests in three patents issued by the United States
      Patent and Trademark Office. We obtained exclusive worldwide licenses to two
      patent applications, we jointly own the rights to two patent applications with
      our licensee, BioCheck, and we have filed a patent application which we own
      exclusively. We licensed our intellectual property, including certain rights
      to
      two of the five patent applications below, relating to Id related diagnostic,
      bio-analytical or prognostic products to BioCheck. Additional patent
      applications may be forthcoming from our ongoing research and
      development.





14


**AngioGenex
      Patent Application**





U.
      S.
      Provisional Patent Application No. 60/980,296 filed October 16, 2007 entitled
      “Chemical Inhibitors of Inhibitors of Differentiation.” Inventors: Jaideep
      Chaudhary and Bill Garland.





**Licensed
      Patent Applications**





U.S.
      Patent Application No. 01/07379 filed September 13, 2001 entitled “Method for
      Modulating Tumor Growth And Metastasis of Tumor Cells.”





U.S.
      Patent Application No. 01/07378 filed September 13, 2001 entitled “Inhibitor of
      Differentiation Knockout Mammals and Methods of Use Thereof.”





**Jointly
      Owned Patent Applications**





U.S.
      Patent Application No. 11/453,156 filed June 13, 2006 filed 6/13/2006 entitled
      “Novel Rabbit Monoclonal Antibody Against Id1 Protein.”





U.S.
      Patent Application No. 11/657,426 filed January 23, 2007 [filed January 27,
      2006??] entitled “Rabbit Monoclonal Antibody Against Mouse/Human Id3
      Protein.”





We
      have
      not filed for any copyright or trademark protection to date.





**Employees**





AngioGenex,
      Inc. has no current employees. Employee-like services are provided by Richard
      Salvador, President and Chief Executive Officer, and by Michael Strage, Vice
      President of Business Development.. Both of these individuals devote over 30
      hours a week to AngioGenex, Inc. William Garland, Vice President of Research
      and
      Development performed services on a consulting basis under which he was to
      be
      paid $5,000 through September 30, 2006 monthly and is reimbursed for expenses.
      He is currently owned approximately $95,000 under the terminated consulting
      arrangement. He is still providing services to AngioGenex without compensation.
      Martin Murray, CFO is not paid for his CFO services rendered to AngioGenex,
      but
      his firm Murray and Josephson, CPAs LLC , is paid for doing the accounting
      and
      tax work. All three individuals have additional responsibilities outside of
      AngioGenex, Inc. It is anticipated that all three of these individuals will
      become full-time employees for AngioGenex, Inc. when sufficient capital
      resources are available.





15


**ITEM
      2.**  **DESCRIPTION
      OF PROPERTY**





AngioGenex
      does not presently own or lease any real property. Our executive and
      administrative offices are located in New York at 425 Madison Avenue Suite
      902
      New York, New York 10017 in space provided to the company by our Chief Financial
      Officer. AngioGenex maintains no laboratories of its own. Our research and
      development programs including drug screening, animal breeding are performed
      at
      contract research organizations and academic facilities pursuant to
      contract.





**ITEM
      3.**  **LEGAL
      PROCEEDINGS**





In
        July
        2006 Comaparative BioSciences Inc. ("CompBio"), a company that AngioGenex
        hired
        to breed and house a colony of its proprietary "ID-Knockout" mice, sued the
        Company in state court in California claiming approximately $200,000 in unpaid
        invoices. AngioGenex removed the case to federal court where it has responded
        to
        CompBio's claims by pointing to over charges from: a) keeping a colony of
        mice
        much larger than AngioGenex specifically requested, and b) continuing to
        breed
        and house the mice for the last two years after AngioGenex demanded that
        CompBio
        cease performing any work or incurring any charges. AngioGenex's response
        also
        included counter-claims for CompBio's breaches of contract, as well as a
        number
        or business torts arising out of the refusal to return the proprietary mice
        to
        AngioGenex so that it could perform important anti-cancer experiments as
        part of
        its drug development program and business plan. At a hearing on December
        22,
        2006, the judge granted our request for injunctive relief in the form of
        the
        return of our proprietary experimental mice. However the judge ruled that
        CompBio would only be required to return our proprietary Id-knockout mice
        if we
        first posted a bond for $200,000, which we have not posted to date. On November
        6, the parties agreed to a disposition of the suit under a stipulated judgment
        and settlement agreement pursuant to which: CompBio must return the laboratory
        mice and all scientific data from the research, CompBio agrees to forego
        all
        intellectual property rights in the mice and in the research, that it
        acknowledges belong to us, and we agreed to pay the CompBio $55,000 in
        installments over a 5-year period. We have made a $10,000 payment to CompBio
        pursuant to the settlement agreement. The stipulated judgment and settlement
        agreement was filed with the court by November 15.





To
      our
      knowledge, no director, officer or affiliate of ours and no owner of record
      or
      beneficial owner of more than five percent (5%) of our securities, or any
      associate of any such director, officer or security holder is a party adverse
      to
      us or has a material interest adverse to us in reference to pending
      litigation.





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





We
      held
      our Annual Meeting of Stockholders on December 14, 2007.  Set forth below
      is a summary of each matter voted upon at the meeting and the number of votes
      cast for, against, withheld or abstained.





16


*Proposal
      #1* :
      The
      election William Garland, Martin Murray, Richard Salvador and Michael Stage
      to
      serve on the Board of Directors:





Nominee
            
            Total
                Votes For All Nominees
            
            Total
                Votes Withheld From All NomineesWilliam
                Garland
            
            11,009,115
            
            0Martin
                Murray
            
            11,009,115
            
            0Richard
                Salvador
            
            11,009,115
            
            0Michael
                Strage
            
            11,009,115
            
            0





*Proposal
      #2* :
      Ratification of the appointment of Williams & Webster, P.S. as our
      independent auditors for the year ending December 31, 2007:





Total
                Votes For
            
            Total
                Votes Against
            
            Abstained11,008,115
            
            1,000





**PART
      II**





**ITEM
      5.**  **MARKET
      FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS**





Our
      common stock began to be traded in the Over-The-Counter Bulletin Board on May
      7,
      2007 under the stock symbol AGGX.OB. It is also listed in Germany on the
      Frankfurt Stock Exchange.





The
      market represented by the OTCBB is limited and the price for our common stock
      quoted on the OTCBB is not necessarily a reliable indication of the value of
      our
      common stock. The following table sets forth the high and low closing prices
      for
      shares of our common stock for the periods noted, as reported on the OTCBB.
      Quotations reflect inter-dealer prices, without retail mark-up, mark-down or
      commission and may not represent actual transactions.




**YEAR**
            
            **PERIOD**
            
            **HIGH**
            
            **LOW**Fiscal
                Year 2007
            
            
            Second
                Quarter
            
            $
            0.54
            
            $
            0.31Third
                Quarter
            
            $
            0.85
            
            $
            0.51Fourth
                Quarter
            
            $
            0.65
            
            $
            0.85




**Stockholders**




As
        of
        December 31, 2007, we had approximately 21,053,406 shares of common stock
        issued
        and outstanding which were held by approximately 223 stockholders of record,
        which total does not include stockholders who hold their shares in street
        name.
        The transfer agent for our common stock is Nevada Agency and Trust
        Company.





17


**DIVIDEND
      POLICY**




Our
      board
      of directors determines any payment of dividends. We utilize our assets to
      develop our business and, consequently, we have never paid a dividend and does
      not expect to pay dividends in the foreseeable future. Any future decision
      with
      respect to dividends will depend on future earnings, operations, capital
      requirements and availability, restrictions in future financing agreements
      and
      other business and financial considerations.





**Recent
      Sales of Unregistered Securities**





In
      April
      2006, we sold an aggregate of 310,000 shares to five accredited investors in
      a
      private placement with the shares sold at $0.25 per share for gross proceeds
      of
      $77,500. The issuance of shares was exempt from registration pursuant to Section
      4(2) of the Securities Act of 1933, as amended.




In
        September 2006, we sold 150,000 units, with each unit consisting of 2 shares
        of
        common stock and one warrant with an exercise price of $1 per share to Kleen
        Capital, A.G for gross proceeds of $100,000. The issuance of shares upon
        conversion of the notes was exempt from registration pursuant to Section
        4(2) of
        the Securities Act of 1933, as amended.




In
      October 2006, holders of convertible pay in kind note converted their notes
      into
      an aggregate of 7,050,285 shares of common stock. The convertible notes were
      issued in March 2004 with a maturity date of December 31, 2004, later extended
      to December 31, 2005. Detachable warrants were also granted to the note holders
      exercisable at an aggregate of 6,391,876 shares at an exercise price of $0.155
      per share. Holders included Richard Salvador, our President and CEO ($75,000
      in
      principal), Michael Strage, our Vice President for Business Development ($25,000
      in principal) and George Gould, our former Vice President and General Counsel
      ($25,000 in principal). The issuance of shares upon conversion of the notes
      was
      exempt from registration pursuant to Section 4(2) of the Securities Act of
      1933,
      as amended.





In
      March
      2007, we began a private placement of up to 5 million units for $1.00 per unit,
      with each unit consisting of two shares and one warrant to purchase a shares
      of
      common stock for $1.00 per share. In 2007 we sold 39,000 units (78,000 shares
      and 39,000 warrants) at $0.50 per share and 8,000 units (16,000 shares and
      8,000
      warrants) at $0.65 per share for an aggregate amount of $34,690, net of expenses
      of $14,710. The issuance of shares and warrants was exempt from registration
      pursuant to Section 4(2) of the Securities Act of 1933, as amended.





In
      March
      and April 2007, we issued convertible notes to seven unrelated parties for
      gross
      proceeds of $85,000. The convertible notes began to accrue annual interest
      on
      the outstanding principal 60 days after the date of the note at a rate of 6%,
      with a maturity date of June 30, 2007. The notes were convertible into shares
      of
      common stock at $0.35 per share. On July 5, 2007 the holders of these
      convertible notes converted the notes into an aggregate of 242,859 shares of
      common stock. The issuance of shares upon conversion of the notes was exempt
      from registration pursuant to Section 4(2) of the Securities Act of 1933, as
      amended.





18





In
        December 2007, we sold 169,262 shares at $0.50 per share in a private placement
        for $68,860 in cash, net of expenses of $18,271, to two unrelated investors.
        The
        issuance of shares was exempt from registration pursuant to Section 4(2)
        of the
        Securities Act of 1933, as amended.





**ITEM
      6.**  **MANAGEMENT’S
      DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.**





THE
      FOLLOWING PLAN OF OPERATIONS SECTION SHOULD BE READ IN CONJUNCTION WITH OUR
      FINANCIAL STATEMENTS AND THE NOTES THERETO INCLUDED ON PAGES F-1 THROUGH F-27
      FOLLOWING THE SIGNATURE PAGES OF THIS ANNUAL REPORT. THIS ANNUAL REPORT ON
      FORM
      10-KSB CONTAINS “FORWARD-LOOKING STATEMENTS” WITHIN THE MEANING OF THE PRIVATE
      SECURITIES LITIGATION REFORM ACT OF 1995 AND INVOLVE A HIGH DEGREE OF RISK
      AND
      UNCERTAINTY. ALL STATEMENTS, OTHER THAN STATEMENTS OF HISTORICAL FACTS, INCLUDED
      IN OR INCORPORATED BY REFERENCE INTO THIS FORM 10-KSB ARE FORWARD-LOOKING
      STATEMENTS. IN ADDITION, WHEN USED IN THIS DOCUMENT, THE WORDS “ANTICIPATE,”
“ESTIMATE,” “PROJECT,” AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY
      FORWARD-LOOKING STATEMENTS. OUR ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE
      PROJECTED IN THE FORWARD-LOOKING STATEMENTS DUE TO RISKS AND UNCERTAINTIES
      THAT
      EXIST IN OUR OPERATIONS. THESE FORWARD-LOOKING STATEMENTS ARE SUBJECT TO CERTAIN
      RISKS, UNCERTAINTIES AND ASSUMPTIONS INCLUDING AMONG OTHERS, THE RISK THAT
      OUR
      PRODUCT DEVELOPMENT PROGRAMS WILL NOT PROVE SUCCESSFUL, THAT WE WILL NOT BE
      ABLE
      TO OBTAIN FINANCING TO COMPLETE ANY FUTURE PRODUCT DEVELOPMENT, THAT OUR
      PRODUCTS WILL NOT PROVE COMPETITVE IN THEIR MARKETS SHOULD ONE OR MORE OF THESE
      RISKS OR UNCERTAINTIES MATERIALIZE, OR SHOULD UNDERLYING ASSUMPTIONS PROVE
      INCORRECT, ACTUAL RESULTS MAY VARY MATERIALLY FROM THOSE ANTICIPATED, ESTIMATED
      OR PROJECTED.





ALTHOUGH
      WE BELIEVE THAT THE EXPECTATIONS INCLUDED IN SUCH FORWARD-LOOKING STATEMENTS
      ARE
      REASONABLE, WE CANNOT GIVE ANY ASSURANCES THAT THESE EXPECTATIONS WILL PROVE
      TO
      BE CORRECT. WE UNDERTAKE NO OBLIGATION TO PUBLICLY RELEASE THE RESULT OF ANY
      REVISIONS TO SUCH FORWARD-LOOKING STATEMENTS THAT MAY BE MADE TO REFLECT EVENTS
      OR CIRCUMSTANCES AFTER THE DATE HEREOF OR TO REFLECT THE OCCURRENCE OF
      UNANTICIPATED EVENTS.





19


The
      following discussion and analysis should be read in conjunction with our
      financial statements and the notes thereto appearing in Part I, Item
      1.





**Company
      Overview**





AngioGenex
      is an early stage biotechnology company focused on the discovery and development
      of compounds useful for the diagnosis and treatment of cancer. Our proprietary
      technology is based on the research work of Dr. Robert Benezra and his collegues
      at Memorial Sloan Kettering Cancer Center, who established the role of the
      Id
      (inhibition of differentiation) genes and corresponding Id proteins in the
      formation of new blood vessels (angiogenesis) required for tumor growth and
      metastasis. This intellectual property includes the exclusive worldwide rights
      to certain patent pending Id based anti-angiogenesis anti-cancer biotechnology
      that we acquired in 2000 from the Sloan Kettering Institute for Cancer Research
      and subsequently from sponsored research. In addition, our intellectual property
      includes molecules that were generated as a result of in-house screening and
      out-sourced contract research concerning organic molecules that appear to
      inhibit the Id related process responsible for the formation of new blood
      vessels and consequent tumor growth, as well as other “know-how” and trade
      secrets which resulted from other out-sourced research.





Our
      therapeutic focus is on the identification and development of orally active
      molecules capable of inhibiting Id activity and preventing the formation of
      blood vessels that support the growth of cancerous tumors. In addition, we
      have
      sponsored other research on the modulation of Id genes and proteins that may
      be
      useful in the treatment of non-oncological diseases, such as age related macular
      degeneration and diabetic retinopathy, in which a surplus in the growth of
      blood
      vessels is an important part of the underlying pathology of such
      diseases.





AngioGenex
      has out-licensed its rights to develop Id-based prognostics and diagnostics
      to
      BioCheck, Inc., a
      leading
      producer of clinical diagnostic assays .
      In June
      2004 AngioGenex signed a Development and Marketing Agreement with BioCheck
      under
      which AngioGenex assigned BioCheck the exclusive rights to develop and market
      cancer prognostic and diagnostics in return for royalties and milestone
      payments. Pursuant to this sub-license BioCheck has been developing monoclonal
      antibodies for all four Id proteins (Id1, Id2, Id3, and Id4) for use in standard enzyme
      linked immunoassay or ELISA
      type assay tests and for kits for the detection of the proteins in tumors and
      other tissues. The sale of monoclonal antibodies to the Id proteins by BioCheck
      has begun to generate revenue for BioCheck.




Since
      commencement of operations in 1999, our efforts have been principally devoted
      to
      in-licensing our intellectual property, research and development activities,
      entering into collaborative agreements, recruiting management personnel and
      advisors, and raising capital.




20


Our
      current business strategy is to concentrate our financial resources primarily
      on
      the further development of our proprietary potential anti-cancer lead drug
      compounds.




**Product
      Research and Development Plans**





For
        the
        year ended December 31, 2007 we spent $64,834 on research and development
        as
        compared to $64,974 for the year ended December 31, 2006. The decrease was
        due
        to cost of experiments and availability of working capital.





Our
      current plan of operation for the next 12 months primarily involves out-sourced
      contract research and development activities on the design of more potent and
      efficient Id protein inhibitors based on two organic molecules which have
      exhibited anti-Id protein properties. Given sufficient capital resources, we
      plan to continue to test these organic molecules in established animal tumor
      models for their ability to block blood vessel formation and inhibit tumor
      growth. This testing as well as further refinement of the structure of active
      molecules is expected to result in the identification of a lead therapeutic
      drug
      compound. The lead compound would then be subjected to further testing in
      animals to obtain preliminary knowledge of its properties including safety.
      After the receiving promising preliminary data on the lead compound, it would
      be
      subjected to the more stringent tests required to complete the FDA requirements
      for an IND (Investigational New Drug Application). Such additional research
      and
      testing necessary for an IND application will require significant capital
      expenditures of approximately $1.5 million and will only be possible if we
      raise
      additional capital through equity financings.





We
      intend
      to contract out substantially all of the research and development work on our
      potential anti-cancer lead drug compounds. No employees were hired in 2007.
      We
      do not expect to hire employees during the next twelve months unless we raise
      substantial additional capital in the range of $5 million.





Our
      actual research and development and related activities may vary significantly
      from current plans depending on numerous factors, including changes in the
      costs
      of such activities from current estimates, the results of our research and
      development programs, technological advances, determinations as to commercial
      viability and the status of competitive products. The focus and direction of
      our
      operations will also be dependent on the establishment of our collaborative
      arrangements with other companies, the availability of financing and other
      factors. We expect our development costs to increase as **** any
      future lead anti-cancer drug compound or compounds enter the later stages of
      development.




**Liquidity
      and Capital Resources**





Since
        inception, we have financed our operations through the private placement
        of
        equity and debt securities, as well as loans from certain of our officers
        and
        directors. During the first quarter of 2007 we received net proceeds of $12,930
        from a private placement of shares and warrants and proceeds of $85,000 from
        the
        issuance of convertible notes to unrelated parties, the principal amount
        of such
        notes were converted into shares in July 2007. In March 2007 a private placement
        was initiated in Europe pursuant to which units composed of two shares at
        $0.50
        per share and one five year warrant exercisable at $1.00 per share were offered.
        During the period ended December 31, 2007, we sold 39,000 units (78,000 shares
        and 39,000 warrants) at $0.50 per share and 8,000 units (16,000 shares and
        8,000
        warrants) at $0.65 per share for an aggregate amount of $34,690, net of expenses
        of $14,710. In December 2007, we sold 169,262 shares at $0.50 per share in
        a
        private placement for $68,860 in cash, net of expenses of
        $18,271.




21




As
      of
      December 31, 2007, we had $45,406 in cash and cash equivalents as compared
      to
      $4,386 as of December 31, 2006. We do not have any available lines of credit.
      Since inception we have financed our operations from private placements of
      equity securities and loans from shareholders and officers.




Net
      cash
      used in operating activities during the fiscal year ended December 31, 2007
      was
      $157,530 resulting in a net loss of $319,569, after taking into account
      significant non-cash charges for operating expenses during the quarter and
      other
      adjustments. We pay no rent to Murray and Josephson CPAs LLC, whose principal
      is
      Martin Murray, a director and our Chief Financial Officer, Secretary and
      Treasurer, for the use of office space for file keeping and other business
      purposes.





Net
      cash
      from financing activities for the fiscal year ended December 31, 2007 was
      $198,550.





We
      are
      pursuing potential equity financing that may generate additional capital for
      us.
      We may need to raise additional capital or generate additional revenue to
      complete our development. We cannot assure you that we will generate sufficient
      additional capital or revenues, if any, to fund our operations beyond the twelve
      month period ending September 30, 2008, that any future equity financings will
      be successful, or that other potential financings through bank borrowings,
      debt
      or equity offerings, or otherwise, will be available on acceptable terms or
      at
      all.




As
        of
        December 31, 2007, our current liabilities exceeded our current assets by
        $371,566. We anticipate that our minimum cash requirements to continue as
        a
        going concern for the next twelve months will be at least
        $70,000.





We
      plan
      to finance our needs principally from the following:





·
            our
                existing capital resources and interest earned on that
                capital;





·
            royalty
                income, if any, from licensed product sales by BioCheck,
                Inc.;





·
            annual
                minimum royalty payments from BioCheck if aggregate royalty income
                received by AngioGenex during the twelve months ending in the second
                quarter of 2009 is less than
                $50,000;




22




·
            through
                future private placement financing.





As
      mentioned above, we may generate revenue from BioCheck from royalties on sales
      of licensed products or from minimum annual royalty payments under our license
      agreement. The sale of monoclonal antibodies to the Id proteins by BioCheck
      has
      begun to generate revenue, upon which we will receive royalty payments. As
      of
      December 31, 2007 we recognized royalty revenue and recorded a receivable of
      $50,000 based on the minimum annual royalty that BioCheck was obligated to
      pay
      us during the twelve months ending in the second quarter of 2008. We agreed
      to
      an alternative arrangement with BioCheck by which it has met its minimum annual
      royalty payment obligation for the twelve months ending in the second quarter
      of
      2008 by providing proprietary antibodies to contract research organizations
      at
      which we are undertaking ongoing research as well as to Dr. Robert Benezra’s lab
      at Memorial Sloan Kettering Cancer Center for research related to our
      intellectual property. Under this arrangement, in addition, BioCheck has
      undertaken to provide additional antibodies to those parties at our request
      of
      AngioGenex and BioCheck is testing cancer samples from Dr. Robert Benezra’s lab
      with proprietary antibodies and making data from those tests available to us.
      If
      we do not receive at least $50,000 in royalty payments from the sales of
      licensed products by BioCheck during the twelve months ending in the second
      quarter of 2009, BioCheck will be obligated to make a minimum royalty payment
      to
      us representing the difference between royalty payments actually paid and
      $50,000. We cannot at this time assure you that additional revenues will be
      generated in fiscal year 2008, if at all.





The
      current rate of our cash usage raises substantial doubt about our ability to
      continue as a going concern, absent any new sources of significant cash flows.
      We believe that we have sufficient capital resources to finance our plan of
      operation for at least the next six months. However, this is a forward-looking
      statement, and there may be changes that could consume available resources
      before such time. Our long term capital requirements and the adequacy of our
      available funds will depend on many factors, including the eventual reporting
      company costs, public relations fees, patent costs for filing, prosecuting,
      maintaining and defending our patent rights, among others.





We
      do not
      currently have sufficient capital resources to finance our plan of operation
      through the third quarter of 2008. We will need to raise additional capital
      during the third quarter of 2008 in order to fund our plan of operation through
      2008. Our long term capital requirements and the adequacy of our available
      funds
      will depend on many factors, including our reporting company costs, patent
      costs
      for filing, prosecuting, maintaining and defending our patent rights, among
      others.





We
      will
      need to raise substantial additional capital through equity or debt financings
      or generate additional revenue to complete our development of lead anti-cancer
      drug compounds. We cannot assure you that we will generate sufficient additional
      capital or revenues, if any, to fund our operations through 2008, that any
      future equity financings will be successful, or that other potential financings
      through equity offerings, or otherwise, will be available on acceptable terms
      or
      at all. Having insufficient funds may require us to delay, scale back, or
      eliminate some or all of our development programs, relinquish some or even
      all
      rights to product candidates at an earlier stage of development, or renegotiate
      less favorable terms that we would otherwise. If we are unable to raise
      additional capital during the third quarter 2008 we may have to further curtail
      or cease operations.




23


**Critical
      Accounting Policies and Estimates.**





This
      discussion and analysis of our financial condition and results of operations
      are
      based on our financial statements that have been prepared under accounting
      principles generally accepted in the United States of America. The preparation
      of financial statements in conformity with accounting principles generally
      accepted in the United States of America requires our management 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 the reported amounts of revenue and expenses
      during the reporting period. Actual results could materially differ from those
      estimates. We have disclosed all significant accounting policies in note 2
      to
      the financial statements included in our Form 10-KSB. Our critical accounting
      policies are:





**Revenue
      recognition** *:* Royalties will be recognized as revenue when the amounts are contractually
      earned, fixed and determinable, and there is substantial probability of
      collection.





**Research,
      development costs:** Research
      and development costs are expensed as incurred.





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





**Off
      Balance Sheet Arrangements**





We
      do not
      have any off-balance sheet arrangements.





**Lawsuit**


In
        July
        2006, Comparative BioSciences Inc. (“CompBio”), a company that we had previously
        hired to breed and house a colony of its proprietary “Id-Knockout” mice, sued us
        in state court in California claiming approximately $200,000 in unpaid invoices.
        We removed the case from state court to federal court and responded to CompBio’s
        claims by pointing to over charges from a) keeping a colony of mice much
        larger
        than we specifically requested, b) continuing to breed and house the mice
        for
        several years after we had demanded that CompBio cease performing any work
        or
        incurring any charges. Our response also included counter-claims for CompBio’s
        breach of contract, as well as a number of business torts arising out of
        their
        refusal to return the proprietary mice to us so that we could perform important
        anti-cancer experiments as part of our drug development program and business
        plan. At a hearing on December 22, 2006, the judge granted our request for
        injunctive relief in the form of the return of our proprietary experimental
        mice. However the judge ruled that CompBio would only be required to return
        our
        proprietary Id-knockout mice if we first posted a bond for $200,000, which
        we
        have not posted to date. On November 6, the parties agreed to a disposition
        of
        the suit under a stipulated judgment and settlement agreement pursuant to
        which:
        CompBio must return the laboratory mice and all scientific data from the
        research, CompBio agrees to forego all intellectual property rights in the
        mice
        and in the research, that it acknowledges belong to us, and we agreed to
        pay the
        CompBio $55,000 in installments over a 5-year period. We have made a $10,000
        payment to CompBio pursuant to the settlement agreement. The stipulated judgment
        and settlement agreement was filed with the court on November 15, 2007





24




**E.**  **Risks
      and Uncertainties**





**RISKS
      AND UNCERTAINTIES**





**Risks
      Related to Our Business**




We
      operate in a rapidly changing environment that involves a number of risks,
      some
      of which are beyond our control. The following discussion highlights some of
      these risks and others are discussed elsewhere in this report.





**We
      will need to raise additional capital to fund our general and administrative
      expenses, and if we are unable to raise such capital, we will have to curtail
      or
      cease operations.**


Our
      product development programs and the potential commercialization of our product
      candidates require substantial working capital, including expenses for in house
      and third party testing. Our future working capital needs will depend on many
      factors, including:





·
            the
                progress and magnitude of our product development
                programs,


·
            the
                scope and results of product development
                testing,


·
            the
                costs under current and future license agreements for our product
                candidates, including the costs of obtaining and maintaining patent
                protection for our product candidates,


·
            the
                costs of acquiring any technologies or additional product
                candidates,


·
            the
                rate of technological advances,


·
            the
                commercial potential of our product
                candidates,


·
            the
                magnitude of our administrative and legal expenses, including office
                and
                research development facilities rent, and


·
            the
                costs of establishing third party arrangements for
                manufacturing.


·
            the
                amount of revenues we may generate from our license agreement with
                BioCheck, Inc..





We
      have
      incurred negative cash flow from operations since we incorporated and we may
      not
      generate positive cash flow from our operations within the next several years.
      Therefore, we will need additional future financings in order to carry out
      our
      plan of operations beyond the next six months.




25





We
      may
      not be able to obtain adequate financing to fund our operations and any
      additional financing we obtain may be on terms that are not favorable to us.
      In
      addition, any future financings could substantially dilute our stockholders.
      If
      adequate funds are not available we will be required to delay, reduce or
      eliminate one or more of our product development programs, to enter into new
      collaborative arrangements on terms that are not favorable to us (i.e., the
      collaborative arrangements could result in the transfer to third parties of
      rights that we consider valuable), or to cease operations
      altogether.





**We
      have no products currently available for sale and we may never be successful
      in
      developing products suitable for commercialization.**





Some
      of
      our product candidates are at an early stage of development and all of our
      product candidates will require expensive and lengthy testing and regulatory
      clearances. None of our product candidates have been approved by regulatory
      authorities. We have no products available for sale. There can be no assurance
      that our research will lead to the discovery of any commercially viable battery
      chargers or power generation devices. There are many reasons that we may fail
      in
      our efforts to develop commercially viable product candidates, including
      that:





**We
      have a limited operating history. We have a large accumulated deficit and may
      never become profitable.**





AngioGenex
        is a development stage company that has generated no revenues and a loss
        of
        $4,109,483 from March 31, 1999 (inception) to December 31, 2007. Management
        expects to incur significant operating losses for the foreseeable future.
        AngioGenex may not be able to validate and market products in the future
        that
        will generate significant revenues. In addition, any revenues that AngioGenex
        may generate may be insufficient for AngioGenex to become profitable. In
        particular, there are no assurances that AngioGenex can:





·
            raise
                sufficient capital in the public and/or private
                markets;


·
            obtain
                the regulatory approvals necessary to commence selling its therapeutic
                drugs or diagnostic products in the U.S., Europe or
                elsewhere;


·
            develop
                and manufacture drugs in a manner that enables AngioGenex to be profitable
                and meets regulatory, strategic partner and customer
                requirements;


·
            develop
                and maintain relationships with key vendors and strategic partners
                that
                will be necessary to optimize the market value of the drugs AngioGenex
                plans to develop


·
            respond
                effectively to competitive pressures; or


·
            recruit
                and build a management team to accomplish AngioGenex's business
                plan.





If
      AngioGenex is unable to accomplish these goals, its business is unlikely to
      succeed.




26





**AngioGenex
      has a limited product and technology portfolio at the current
      time.**





AngioGenex
      does not have any products in clinical trials. Although its products might
      ultimately show effectiveness against multiple disease states, AngioGenex has
      validated its technology only in animal models.





There
      can
      be no assurance that any of AngioGenex's other product ideas will be
      successfully developed, prove to be safe and efficacious in clinical trials,
      meet applicable regulatory standards, be capable of being produced in commercial
      quantities at acceptable costs or be successfully marketed.





There
      can
      be no assurance that any programs or technologies that AngioGenex might license
      in or acquire in the future will be successfully developed, prove to be safe
      and
      efficacious in clinical trials, meet applicable regulatory standards, be capable
      of being produced in commercial quantities at acceptable costs or be
      successfully marketed.





**We
      must obtain governmental approval for each of our product
      candidates.**





The
      development, production and marketing of AngioGenex's potential


products
      are subject to extensive regulation by government authorities in the United
      States and most other developed countries. The process of obtaining approval
      from the Food and Drug Administration (FDA) in the United States requires
      conducting extensive pre-clinical and clinical testing.





AngioGenex
      has limited experience in, and limited resources available for, regulatory
      activities. Failure to comply with applicable regulations can, among other
      things, result in non-approval, suspensions of regulatory approvals, fines,
      product seizures and recalls, operating restrictions, injunctions and criminal
      prosecution.





Any
      of
      the following events can occur and, if any did occur, any one could have a
      material adverse effect on AngioGenex's business, financial conditions and
      results of operations:





·
            difficulty
                in securing centers to conduct trials;


·
            difficulty
                in enrolling patients in conformity with required protocols or projected
                timelines;


·
            unexpected
                adverse reactions by patients or a temporary suspension or complete
                ban on
                trials of AngioGenex's products due to adverse side
                effects;


·
            clinical
                trials may not yield sufficiently conclusive results for regulatory
                agencies to approve the use of AngioGenex's lead product, other products
                in development, or any other products AngioGenex may acquire or
                in-license;


·
            there
                can be delays, sometimes long delays, in obtaining approval for its
                product candidates;




27




·
            the
                rules and regulations governing product candidates can change during
                the
                review process, which can result in the need to spend time and money
                for
                further testing or review;


·
            if
                approval for commercialization is granted, it is possible the authorized
                use will be more limited than we believe is necessary for commercial
                success, or that approval may be conditioned on completion of further
                clinical trials or other activities; and


·
            once
                granted, approval can be withdrawn, or limited, if previously unknown
                problems arise with AngioGenex's human-use product or data arising
                from
                its use.





These
      and
      other factors could delay marketing approval from the FDA or cause AngioGenex
      to
      fail to receive any approval from the FDA or other governmental authorities.
      Trials are expensive, time-consuming and difficult to design and
      implement.





Human
      clinical trials are expensive and difficult to design and implement, in part
      because they are subject to rigorous regulatory requirements. Further, the
      medical, regulatory and commercial environment for pharmaceutical products
      changes quickly and often in ways that we may not be able to accurately predict.
      The clinical trial process is also time- consuming, and we do not know whether
      planned clinical trials will begin on time or whether AngioGenex will complete
      any of its clinical trials on schedule or all. Significant delays may adversely
      affect AngioGenex's financial results and the commercial prospects for potential
      products or any other products AngioGenex may acquire or in-license, and delay
      the ability to become profitable. Product development costs and collaborators
      will increase if AngioGenex has delays in testing or approvals or if AngioGenex
      needs to perform more or larger clinical trials than planned. Furthermore,
      as
      failure can occur at any stage of the trials, we could encounter problems that
      cause AngioGenex to abandon or repeat clinical trials. The commencement and
      completion of clinical trials may be delayed by several factors,
      including:





·
            changes
                to applicable regulatory requirements;


·
            unforeseen
                safety issues;


·
            determination
                of dosing issues;


·
            lack
                of effectiveness in the clinical trials;


·
            slower
                than expected rates of patient
                recruitment;


·
            inability
                to monitor patients adequately during or after
                treatment;


·
            inability
                or unwillingness of medical investigators to follow AngioGenex's
                clinical
                protocols;


·
            inability
                to maintain a supply of the investigational drug in sufficient quantities
                to support the trials; and


·
            suspension
                or termination of clinical trials for various reasons, including
                noncompliance with regulatory requirements or changes in the clinical
                care
                protocols and standards of care within the institutions in which
                AngioGenex's trials take place.





In
      addition, AngioGenex or the FDA may suspend the clinical trials at any time
      if
      it appears that AngioGenex are exposing participants to unacceptable health
      risks or if the FDA finds deficiencies in any Investigational New Drug
      Applications ("IND") or the conduct of these trials. A number of companies
      in
      the biotechnology and drug development industries have suffered significant
      setbacks in advanced clinical trials despite promising results in earlier
      trials. In the end, AngioGenex may be unable to develop marketable
      products.





28




**The
      results of our future clinical trials may not support the product candidate
      claims.**





Even
      if
      AngioGenex's clinical trials are completed as planned, their results may not
      support the product-candidate claims, or the FDA or government authorities
      may
      not agree with the conclusions regarding such results. Success in preclinical
      testing and early clinical trials does not ensure that will be successful,
      and
      the results from any later clinical trials may not replicate the results of
      prior clinical trials and pre- clinical testing. The clinical trial process
      may
      fail to demonstrate that product candidates are safe for humans and effective
      for indicated uses. This failure would cause us to abandon a product candidate
      and may delay development of other product candidates. Any delay in, or
      termination of, AngioGenex's clinical trials will delay the filing of the NDAs
      with the FDA and, ultimately, AngioGenex's ability to commercialize its product
      candidates and generate product revenues.





Delays
      in
      patient enrollment for clinical trials could increase costs and delay regulatory
      approvals.





The
      rate
      of completion of AngioGenex's clinical trials will depend on the rate of patient
      enrollment. There may be substantial competition to enroll patients in clinical
      trials for AngioGenex's product and any other products AngioGenex may develop
      or
      in-license. This competition has delayed the clinical trials of other
      biotechnology and drug development companies in the past. In addition, recent
      improvements in existing drug therapy may make it more difficult for us to
      enroll patients in the clinical trials as the patient population may choose
      to
      enroll in clinical trials sponsored by other companies or choose alternative
      therapies. Delays in patient enrollment can result in increased development
      costs and delays in regulatory approvals.





**AngioGenex's
      lead product candidate requires several additional processes before it is ready
      for an initial IND filing with the FDA; we may not successfully perform such
      processes, or the results from such processes may not support the filing of
      an
      IND.**





The
      industry is highly competitive, so, even if AngioGenex's products ultimately
      get
      approved by the FDA, the success depends on management's ability to sustain
      competitive advantages.





The
      pharmaceutical, biopharmaceutical and biotechnology industries are very
      competitive, fast moving and intense, and expected to be increasingly so in
      the
      future. Other larger and well funded companies have developed and are developing
      drugs that, if not similar in type to AngioGenex's drugs, are designed to
      address the same patient or subject population. Therefore, AngioGenex's lead
      product, other products in development, or any other products AngioGenex may
      acquire or in-license may not be the best, the safest, the first to market,
      or
      the most economical to make or use. If a competitor's product is better than
      AngioGenexs', for whatever reason, then AngioGenex could make less money from
      sales, if Angiogenex is able to generate sales at all.




29





There
      are
      many reasons why a competitor might be more successful than AngioGenex,
      including:





·
            Most
                competitors have greater financial resources and can afford more
                technical
                and development setbacks than we can.


·
            Most
                competitors have been in the drug-discovery and drug-development business
                longer than we have. They have greater experience than us in critical
                areas like clinical testing, obtaining regulatory approval, and sales
                and
                marketing. This experience and their name recognition give them a
                competitive advantage over AngioGenex.


·
            Some
                competitors may have a better patent position protecting their technology
                than AngioGenex has or will have to protect its technology. If AngioGenex
                cannot use AngioGenex's proprietary rights to prevent others from
                copying
                AngioGenex's technology or developing similar technology, then
                AngioGenex's competitive position will be
                harmed.


·
            Some
                companies with competitive technologies may move through stages of
                development, approval, and marketing faster than we do. If a competitor
                receives FDA approval before AngioGenex, then it will be authorized
                to
                sell its products before AngioGenex can sell its products. The first
                company "to market" often has a significant advantage over latecomers;
                a
                second-place position could result in less-than-anticipated
                sales.


·
            The
                recent completion of the sequencing of the human genome may result
                in an
                acceleration of competing products due to enhanced information about
                disease states and the factors that contribute to the
                disease.





**If
      AngioGenex is unable to establish sales and marketing capabilities or enter
      into
      agreements with third parties to sell and market any products we may develop,
      we
      may not be able to generate product revenue.**





We
      do not
      currently have an organization for the sales, marketing and distribution of
      pharmaceutical products. In order to market any products that may be approved
      by
      the FDA, management must build sales, marketing, managerial and other
      non-technical capabilities or make arrangements with third parties to perform
      these services. In addition, our management has no experience in developing,
      training or managing a sales force and will incur substantial additional
      expenses in doing so. The cost of establishing and maintaining a sales force
      may
      exceed its cost effectiveness. Furthermore, we will compete with many companies
      that currently have extensive and well-funded marketing and sales operations.
      Our marketing and sales efforts may be unable to compete successfully against
      these companies. If our management is unable to establish adequate sales,
      marketing and distribution capabilities, whether independently or with third
      parties, we may not be able to generate product revenue and may not become
      profitable.




30





We
      do not
      have any manufacturing facilities and expect to rely on one or more third-party
      manufacturers to properly manufacture any products we may develop or in-license
      and may not be able to quickly replace manufacturing capacity without the use
      of
      a third party's manufacturing facilities as a result of a fire, natural disaster
      (including an earthquake), equipment failure or other difficulty, or if such
      facilities are deemed not in compliance with the GMP requirements, and the
      noncompliance could not be rapidly rectified.





Our
      inability or reduced capacity to have any products we may develop or in-license
      manufactured would prevent us from successfully commercializing our proposed
      products. Our dependence upon third parties for the manufacture of its proposed
      products may adversely affect our profit margins and our ability to develop
      and
      deliver proposed products on a timely and competitive basis. Any delays in
      formulation and manufacturing objectives may cause a delay in our clinical
      program, and could have an adverse effect on any potential sales or
      profits.





**We
      could occasionally become subject to commercial disputes that might harm our
      business by distracting our management from the operation of the business,
      by
      increasing expenses and, if we do not prevail, it is subject to potential
      monetary damages and other remedies.**





From
      time
      to time we can become engaged in disputes regarding its commercial transactions.
      These disputes could result in monetary damages or other remedies that could
      adversely impact of its financial position or operations. Even if we prevail
      in
      these disputes, they may distract our management from operating the business
      and
      the cost of defending these disputes would reduce operating
      results.





We
      may be
      subject to product liability claims. The development, manufacture, and sale
      of
      pharmaceutical products would expose us to the risk of significant losses
      resulting from product liability claims. Although management intends to obtain
      and maintain product liability insurance to offset some of this risk, we may
      be
      unable to secure such insurance or we may not cover certain potential
      claims.





We
      may
      not be able to afford to obtain product liability insurance due to rising costs
      in insurance premiums in recent years. If our management is able to secure
      insurance coverage, we may be faced with a successful claim in excess of our
      product liability coverage that could result in a material adverse impact on
      our
      business. If insurance coverage is too expensive or is unavailable, we may
      be
      forced to self-insure against product-related claims. Without insurance
      coverage, a successful claim against us and any defense costs incurred in
      defending us may have a material adverse impact on operations.




31





**As
      a result of our limited operating history, we may not be able to correctly
      estimate the future operating expenses, which could lead to cash
      shortfalls.**





AngioGenex
      was incorporated in 1999 and has only a limited operating history from which
      to
      evaluate its business. We have generated only $50.000 in revenues to date,
      and
      $464,688 in other income and we have not received FDA approval for marketing
      any
      of its product candidates. Failure to obtain FDA approval for its products
      would
      have a material adverse effect on our ability to continue operating.
      Accordingly, these prospects must be considered in light of the risks, expenses,
      and difficulties frequently encountered by companies in an early stage of
      development. We may not be successful in addressing such risks, and the failure
      to do so could have an adverse effect on the business, operating results and
      financial condition.





Because
      of this limited operating history and because of the emerging nature of the
      markets in which we compete, if the historical financial data is of limited
      value in estimating future operating expenses. Our budgeted expense levels
      are
      affected based on our expectations concerning future revenues. However, our
      ability to generate any revenues beyond grants depends largely on receiving
      marketing approval from the FDA. Moreover, if FDA approval is obtained, the
      size
      of any future revenues depends on the choices and demand of individuals, which
      are difficult to forecast accurately. We may be unable to adjust its operations
      in a timely manner to compensate for any unexpected shortfall in revenues.
      Accordingly, a significant shortfall in demand for its products could have
      an
      immediate and material adverse effect on the business, results of operations,
      and financial condition.





Our
      operating results may fluctuate as a result of a number of factors, many of
      which are outside of our control. For these reasons, comparing our operating
      results on a period-to-period basis may not be meaningful, and no one should
      not
      rely on the past results as any indication of our future performance. Our
      quarterly and annual expenses are likely to increase substantially over the
      next
      several years, and revenues from the SBIR grants may not continue at the current
      levels. Our operating results in future quarters may fall below expectations.
      Any of these events could adversely impact business prospects and make it more
      difficult to raise additional equity capital at an acceptable price per share.
      Each of the risk factors listed in this "Risk Factors" section may affect our
      operating results.




Our
      business and its industry are constantly changing and evolving over time.
      Furthermore, we compete in an unpredictable industry and regulatory environment.
      Our ability to succeed depends on its ability to compete in this fluctuating
      market. As such, the actual operating results may differ substantially from
      projections.


32


**We
      may be unable to maintain an effective system of internal controls and
      accurately report its financial results or prevent fraud, which may cause
      current and potential stockholders to lose confidence in our financial reporting
      and adversely impact the business and the ability to raise additional funds
      in
      the future.**




Effective
      internal controls are necessary for us to provide reliable financial reports
      and
      effectively prevent fraud, if we cannot provide reliable financial reports
      or
      prevent fraud, its operating results and reputation could be harmed as a result,
      causing stockholders and/or prospective investors to lose confidence in
      management and making it more difficult for us to raise additional capital
      in
      the future.





**In-licensing
      of drug-development programs could result in operating difficulties, dilution
      and other harmful consequences.**





We
      may
      seek to in- license certain technologies, but have only limited experience
      in
      these types of transactions. From time-to- time, management may engage in
      discussions regarding in-licensing or certain technologies management believes
      critical to our business. Any one of these transactions could have a material
      effect on our financial condition and operating results.





**If
      we lose the services of key management personnel, we may not be able to execute
      our business strategy effectively.**





Our
      future success depends in a large part upon the continued service of key members
      of its senior management team. In particular, Richard Salvador, CEO, William
      Garland, Ph.D., and COO and Vice President of R&D, are critical to our
      overall management as well as the development of the technology, the culture
      and
      the strategic direction for our company. All of the executive officers and
      key
      employees are at-will employees, and we do not maintain any key-person life
      insurance policies. Any loss of management or key personnel could materially
      harm the business.





**We
      rely on highly skilled personnel and, if unable to retain or motivate key
      personnel or hire additional qualified personnel, we may not be able to grow
      effectively.**





Our
      performance is largely dependent on the talents and efforts of highly skilled
      individuals. The future success depends on the continuing ability to identify,
      hire, develop, motivate, and retain highly skilled personnel for all areas
      of
      the organization. Competition in the industry for qualified employees is intense
      and it is likely that certain competitors will directly target some of our
      employees. The continued ability to compete effectively depends on the ability
      to retain and motivate existing employees.





Management
      may also need to hire additional qualified personnel with expertise in
      preclinical testing, clinical research and testing, government regulation,
      formulation and manufacturing and sales and marketing. We compete for qualified
      individuals with numerous biopharmaceutical companies and other emerging
      entrepreneurial companies, as well as universities and research institutions.
      Competition for such individuals is intense, and may not be able to successfully
      recruit or retain such personnel. Attracting and retaining qualified personnel
      will be critical to our success.




33


**Our
        future profitability is uncertain.**




We
      cannot
      predict our ability to increase our revenues or achieve profitability. We may
      be
      required to increase our research and development expenses in order to develop
      potential new products. As evidenced by the substantial net losses during and
      2007 and 2006, losses and expenses may increase and fluctuate from quarter
      to
      quarter. There can be no assurance that we will ever achieve profitable
      operations.





**We
      may not successfully manage any experienced growth.**





Our
      success will depend upon the expansion of its operations and the effective
      management of any such growth, which will place a significant strain on
      management and on administrative, operational, and financial resources. To
      manage any such growth, management must expand the facilities, augment it's
      operational, financial and management systems, and hire and train additional
      qualified personnel. If management is unable to manage its growth effectively,
      its business would be harmed.





**Our
      drug-development programs depend upon third-party researchers who are outside
      our control.**





We
      depend
      upon independent investigators and collaborators, such as universities, medical
      institutions, and clinical research organizations to conduct pre-clinical and
      clinical trials under agreements. These collaborators are not our employees,
      and
      management cannot control the amount or timing of resources that they devote
      to
      our programs. These investigators may not assign as great a priority to the
      programs or pursue them as diligently as we would if it were undertaking such
      programs. If outside collaborators fail to devote sufficient time and resources
      to our drug-development programs, or if their performance is substandard, the
      approval of our FDA applications, if any, and the introduction of new drugs,
      if
      any, will be delayed. These collaborators may also have relationships with
      other
      commercial entities, some of whom may compete with us. If our collaborators
      assist the competitors at our expense, any competitive position would be harmed.
      If conflicts arise with our collaborators, they may act in their self-interests,
      which may be adverse to our interests. Conflicts may arise in our collaborations
      due to one or more of the following:





·
            disputes
                with respect to payments that we believe are due under a collaboration
                agreement;


·
            disagreements
                with respect to ownership of intellectual property
                rights;


·
            unwillingness
                on the part of a collaborator to keep us informed regarding the progress
                of its development and commercialization activities, or to permit
                public
                disclosure of these activities;


·
            delay
                of a collaborator's development or commercialization efforts with
                respect
                to drug candidates; or


·
            termination
                or non-renewal of the
                collaboration.





In
      addition, with our collaborations, we may be required to agree not to conduct
      independently, or with any third party, any research that is competitive with
      the research conducted under our collaborations. Our collaborations may have
      the
      effect of limiting the areas of research that management may pursue, either
      alone or with others. Our collaborators, however, may be able to develop, either
      alone or with others, products in related fields that are competitive with
      the
      products or potential products that are the subject of these
      collaborations.




34





**RISKS
      RELATED TO OUR INTELLECTUAL PROPERTY**





**Our
      intellectual property rights are valuable, and its inability to protect them
      could reduce the value of our products, services and brand. Our patents,
      trademarks, trade secrets, copyrights and other intellectual property rights
      are
      critically important assets.**





Events
      outside of management's control could jeopardize our ability to protect its
      intellectual property rights. For example, effective intellectual property
      protection may not be available in every country in which the products and
      services are distributed. In addition, the efforts management has taken to
      protect its intellectual property rights may not be sufficient or effective.
      Any
      significant impairment of its intellectual property rights could harm its
      business or its ability to compete. Protecting our intellectual property rights
      is costly and time consuming, and the unauthorized use of ourintellectual
      property could cause these costs to rise significantly and materially affect
      the
      operating results.





**While
      our goal is to obtain patent protection for its innovations, they may not be
      patentable or management may choose not to protect certain innovations that
      later turn out to be important for its business.**





Even
      if
      we do obtain protection for its potential innovations, the scope of protection
      gained may be insufficient or a patent issued may be deemed invalid or
      unenforceable, as the issuance of a patent is not conclusive as to its validity
      or as to the enforceable scope of the claims of the patent. The patenting
      process, enforcement of issued patents, and defense against claims of
      infringement are inherently costly and risky. We may not have the financial
      resources to defend its patents, thereby reducing our competitive position
      and
      its business prospects. Specific risks associated with the patent process
      include the following:





·
            The
                United States or foreign patent offices may not grant patents of
                meaningful scope based on the applications we have already filed
                and those
                we intend to file. If our current patents do not adequately protect
                its
                drug molecules and the indications for their use, then management
                will not
                be able to prevent imitation and any product may not be commercially
                viable.


·
            Some
                of the issued patents we now license may be determined to be invalid.
                If
                we have to defend the validity of its patents the costs of such defense
                could be substantial, and there is no guarantee of a successful outcome.
                In the event any of the patents in-licensed is found to be invalid,
                we may
                lose its competitive position and may not be able to receive royalties
                for
                products covered in part or whole by that patent under license
                agreements.






35




·
            In
                addition, changes in or different interpretations of patent laws
                in the
                United States and foreign countries may permit others to use discoveries
                or to develop and commercialize technology and products without providing
                any compensation to us. The laws of some countries do not protect
                intellectual property rights to the same extent as U.S. laws and
                those
                countries may lack adequate rules and procedures for defending the
                intellectual property rights. For example, some countries, including
                many
                in Europe, do not grant patent claims directed to methods of treating
                humans, and in these countries patent protection may not be available
                at
                all to protect





**Although
      we try to avoid infringement, there is the risk that patented technology owned
      by another person or entity and/or that we may be sued for
      infringement.**





For
      example, U.S. patent applications are confidential while pending in the Patent
      and Trademark Office, and patent offices in foreign countries often publish
      patent applications for the first time six months or more after filing. Further,
      we may not be aware of published or granted conflicting patent rights. Any
      conflicts resulting from patent applications and patents of others could
      significantly reduce the coverage of its patents and limit its ability to obtain
      meaningful patent protection. In addition, defending or indemnifying a third
      party against a claim of infringement can involve lengthy and costly other
      legal
      actions, and there can be no guarantee of a successful outcome.





Our
      management also seeks to maintain certain intellectual property as trade
      secrets. The secrecy of this information could be compromised by third parties,
      or intentionally or accidentally disclosed to others by our employees, which
      may
      cause us to lose any competitive advantage we enjoy from maintaining these
      trade
      secrets.





**We
      are, and may in the future be, subject to intellectual property rights claims,
      which are costly to defend, which could require us to pay damages, and which
      could limit our ability to use certain technologies in the
      future.**





Companies
      in the pharmaceutical, biopharmaceutical and biotechnology industries own large
      numbers of patents, copyrights,trademarks, and trade secrets and frequently
      enter into litigation based on allegations of infringement or other violations
      by others of intellectual property rights. As our products get closer to
      commercialization, there is greater possibility that we may become subject
      to an
      infringement claim based on use of the technology such that we would be unable
      to continue using the technology without obtaining a license or settlement
      from
      third parties.





Any
      intellectual property claims, whether merited or not, could be time- consuming
      and expensive to litigate and could us to divert critical management and
      financial resources to the resolution of such claims. We may not be able to
      afford the costs of litigation. Any legal action against us or our collaborators
      could lead to:




36





·
            payment
                of damages, potentially treble damages, if we are found to have willfully
                infringed a party's patent rights;


·
            injunctive
                or other equitable relief that may effectively block the ability
                to
                further develop, commercialize and sell products;
                or


·
            we
                or our collaborators having to enter into license arrangements that
                may
                not be available on commercially acceptable terms, if at
                all.





**Confidentiality
      agreements with employees and others may not adequately prevent disclosure
      of
      our trade secrets and other proprietary information and may not adequately
      protect our intellectual property** .





Because
      we operates in the highly technical field of drug discovery and development,
      we
      rely in part on trade secret protection in order to protect the proprietary
      technology and processes. However, trade secrets are difficult to protect.
      we
      enter into confidentiality and intellectual property assignment agreements
      with
      corporate partners, employees, consultants, outside scientific collaborators,
      sponsored researchers and other advisors. These agreements generally require
      that the other party keep confidential and not disclose to third parties all
      confidential information developed by the party or made known to the party
      during the course of the party's relationship with us. These agreements also
      generally provide that inventions conceived by the party in the course of
      rendering services to us will be our exclusive property. However, these
      agreements may not be honored and may not effectively assign intellectual
      property rights to us. Enforcing a claim that a party illegally obtained and
      is
      using our trade secrets is difficult, expensive and time consuming and the
      outcome is unpredictable. In addition, courts outside the United States may
      be
      less willing to protect trade secrets. The failure to obtain or maintain trade
      secret protection could adversely affect our competitive position.





**Risks
      Related to Our Common Stock**




**Our
      common stock is traded on the OTCBB, our stock price is highly volatile, and
      you
      may not be able to sell your shares of our common stock at a price greater
      than
      or equal to the price you paid for such shares.**





Our
      shares of common stock are currently traded on the Over the Counter Bulletin
      Board, or OTCBB. Stocks traded on the OTCBB generally have limited trading
      volume and exhibit a wide spread between bid and ask quotations. The market
      price of our common stock is extremely volatile. To demonstrate the volatility
      of our stock price, during 2007, our common stock traded as low as $0.31 per
      share and as high as $0.85 per share. This may impact an investor’s decision to
      buy or sell our common stock. As of December 31, 2007 there were approximately
      223 holders of our common stock. Factors affecting our stock price
      include:




·
            our
                financial results;·
            fluctuations
                in our operating results;




37




·
            announcements
                of technological innovations or new commercial health care products
                or
                therapeutic products by us or our competitors;·
            government
                regulation;·
            developments
                in patents or other intellectual property rights;·
            developments
                in our relationships with customers and potential customers;
                and·
            general
                market conditions.





Furthermore,
      volatility in the stock price of other companies has often led to securities
      class action litigation against those companies. Any such securities litigation
      against us could result in substantial costs and divert management’s attention
      and resources, which could seriously harm our business and financial
      condition.





**Our
      common stock may be subject to “penny stock” rules which may be detrimental to
      investors.**





Our
      common stock may be, or may become, subject to the regulations promulgated
      by
      the SEC for “penny stock.” SEC regulation relating to penny stock is presently
      evolving, and the OTCBB may react to such evolving regulation in a way that
      adversely affects the market liquidity of our common stock. Penny stock
      currently includes any non-NASDAQ equity security that has a market price of
      less than $5.00 per share, subject to certain exceptions. The regulations
      require that prior to any non-exempt buy/sell transaction in a penny stock,
      a
      disclosure schedule set forth by the SEC relating to the penny stock market
      must
      be delivered to the purchaser of such penny stock. This disclosure must include
      the amount of commissions payable to both the broker-dealer and the registered
      representative and current price quotations for the common stock. The
      regulations also require that monthly statements be sent to holders of penny
      stock that disclose recent price information for the penny stock and information
      of the limited market for penny stocks. These requirements may adversely affect
      the market liquidity of our common stock.





**Sales
      of our common stock may require broker-dealers to make special suitability
      determinations regarding prospective purchasers.**





Our
      common stock may be, or may become, subject to Rule 15g-1 through 15g-9 under
      the Exchange Act, which imposes certain sales practice requirements on
      broker-dealers which sell our common stock to persons other than established
      customers and “accredited investors” (generally, individuals with a net worth in
      excess of $1,000,000 or an annual income exceeding $200,000 (or $300,000
      together with their spouses)). For transactions covered by this rule, a
      broker-dealer must make a special suitability determination for the purchaser
      and have received the purchaser’s written consent to the transaction prior to
      the sale. Applicability of this rule would adversely affect the ability of
      broker-dealers to sell our common stock and purchasers of our common stock
      to
      sell their shares of such common stock. Accordingly, the market for our common
      stock may be limited and the value negatively impacted.





38


Potential
      investors in the Registrant's common stock are urged to obtain and read such
      disclosure carefully before purchasing any shares that are deemed to be "penny
      stock." Moreover, Rule 15g-9 requires broker-dealers in penny stocks to approve
      the account of any investor for transactions in such stocks before selling
      any
      penny stock to that investor. This procedure requires the broker-dealer to
      (i)
      obtain from the investor information concerning his or her financial situation,
      investment experience and investment objectives; (ii)reasonably determine,
      based
      on that information, that transactions in penny stocks are suitable for the
      investor and that the investor has sufficient knowledge and experience as to
      be
      reasonably capable of evaluating the risks of penny stock transactions; (iii)
      provide the investor with a written statement setting forth the basis on which
      the broker-dealer made the determination in (ii) above; and (iv) receive a
      signed and dated copy of such statement from the investor, confirming that
      it
      accurately reflects the investor's financial situation, investment experience
      and investment objectives. Compliance with these requirements may make it more
      difficult for holders of the Registrant's common stock to resell their shares
      to
      third parties or to otherwise dispose of them in the market or
      otherwise.





**If
      we fail to maintain the adequacy of our internal controls, our ability to
      provide accurate financial statements and comply with the requirements of the
      Sarbanes-Oxley Act of 2002 could be impaired, which could cause our stock price
      to decrease substantially.**





We
      are
      continuing to take measures to address and improve our financial reporting
      and
      compliance capabilities and we are in the process of instituting changes to
      satisfy our obligations in connection with being a public company. We plan
      to
      obtain additional financial and accounting resources to support and enhance
      our
      ability to meet the requirements of being a public company. We will need to
      continue to improve our financial and managerial controls, reporting systems
      and
      procedures, and documentation thereof. If our financial and managerial controls,
      reporting systems or procedures fail, we may not be able to provide accurate
      financial statements on a timely basis or comply with the Sarbanes-Oxley Act
      of
      2002 as it applies to us. Any failure of our internal controls or our ability
      to
      provide accurate financial statements could cause the trading price of our
      common stock to decrease substantially.





**Our
      common shares are thinly traded and, if you are a holder of shares, you may
      be
      unable to sell at or near ask prices or at all if you need to convert your
      options, warrants or other convertible securities into common stock and sell
      your shares to raise money or otherwise desire to liquidate such
      shares.**





We
      cannot
      predict the extent to which an active public market for our common stock will
      develop or be sustained. Our common shares have historically been sporadically
      or “thinly-traded” on the “Over-The-Counter Bulletin Board,” meaning that the
      number of persons interested in purchasing our common shares at or near bid
      prices at any given time may be relatively small or non-existent. This situation
      is attributable to a number of factors, including the fact that we are a small
      company which is relatively unknown to stock analysts, stock brokers,
      institutional investors and others in the investment community that generate
      or
      influence sales volume, and that even if we came to the attention of such
      persons, they tend to be risk-averse and would be reluctant to follow an
      unproven company such as ours or purchase or recommend the purchase of our
      shares until such time as we became more seasoned and viable. As a consequence,
      there may be periods of several days or more when trading activity in our shares
      is minimal or non-existent, as compared to a seasoned issuer which has a large
      and steady volume of trading activity that will generally support continuous
      sales without an adverse effect on share price. We cannot give you any assurance
      that a broader or more active public trading market for our common stock will
      develop or be sustained, or that current trading levels will be
      sustained.




39




The
      market price for our common stock is particularly volatile given our status
      as a
      relatively small company with a small and thinly traded “float” and lack of
      current revenues that could lead to wide fluctuations in our share price. The
      price at which you convert your debentures into our common stock many be
      indicative of the price that will prevail in the trading market. You may be
      unable to sell your common stock at or above your purchase price if at all,
      which may result in substantial losses to you.





The
      market for our common shares is characterized by significant price volatility
      when compared to seasoned issuers, and we expect that our share price will
      continue to be more volatile than a seasoned issuer for the indefinite future.
      The volatility in our share price is attributable to a number of factors. First,
      as noted above, our common shares are sporadically and/or thinly traded. As
      a
      consequence of this lack of liquidity, the trading of relatively small
      quantities of shares by its shareholders may disproportionately influence the
      price of those shares in either direction. The price for its shares could,
      for
      example, decline precipitously in the event that a large number of our common
      shares are sold on the market without commensurate demand, as compared to a
      seasoned issuer which could better absorb those sales without adverse impact
      on
      its share price. Secondly, an investment in us is a speculative or “risky”
investment due to our lack of revenues or profits to date and uncertainty of
      future market acceptance for current and potential products. As a consequence
      of
      this enhanced risk, more risk-adverse investors may, under the fear of losing
      all or most of their investment in the event of negative news or lack of
      progress, be more inclined to sell their shares on the market more quickly
      and
      at greater discounts than would be the case with the stock of a seasoned
      issuer.





Investors
      should be aware that, according to SEC Release No. 34-29093, the market for
      penny stocks has suffered in recent years from patterns of fraud and abuse.
      Such
      patterns include (1) control of the market for the security by one or a few
      broker-dealers that are often related to the promoter or issuer; (2)
      manipulation of prices through prearranged matching of purchases and sales
      and
      false and misleading press releases; (3) boiler room practices involving
      high-pressure sales tactics and unrealistic price projections by inexperienced
      sales persons; (4) excessive and undisclosed bid-ask differential and markups
      by
      selling broker-dealers; and (5) the wholesale dumping of the same securities
      by
      promoters and broker-dealers after prices have been manipulated to a desired
      level, along with the resulting inevitable collapse of those prices and with
      consequent 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. The occurrence of these patterns or practices
      could increase the volatility of our share price.




40





**We
      do not anticipate paying any cash dividends.**





We
      presently do not anticipate that we will pay any dividends on any of our capital
      stock in the foreseeable future. The payment of dividends, if any, would be
      contingent upon our revenues and earnings, if any, capital requirements, and
      general financial condition. The payment of any dividends will be within the
      discretion of our board of directors. We presently intend to retain all
      earnings, if any, to implement our business plan; accordingly, we do not
      anticipate the declaration of any dividends in the foreseeable
      future.





**ITEM
      7.**  **FINANCIAL
      STATEMENTS**





The
      Audited Financial Statements for this Form 10-KSB appear on pages F-1 through
      F-27 following the signature page below.





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





None.





**ITEM
      8A(T).**  **CONTROLS
      AND PROCEDURES**





**Evaluation
      of Disclosure Controls and Procedures** .





Our
      management, including our principal executive officer and our 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) of the
      United States Securities Exchange Act of 1934, as amended), as of December
      31,
      2007. As described below in the Management’s Report on Internal Control over
      Financial Reporting, management has reported material weaknesses in the internal
      control over financial reporting as of December 31, 2007. Based on that
      evaluation, our principal executive officer and our principal financial officer
      have concluded that our disclosure controls and procedures were not effective
      as
      of December 31, 2007 due to the reported material weakness.




41




**Management’s
      Report on Internal Control over Financial Reporting**





Management
      is responsible for establishing and maintaining adequate internal control over
      financial reporting. Internal control over financial reporting is defined in
      Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of
      1934, as amended, as a process designed by, or under the supervision of, a
      company’s principal executive and principal financial officers and effected by a
      company’s board of directors, management and other personnel, to provide
      reasonable assurance regarding the reliability of financial reporting and the
      preparation of financial statements for external purposes in accordance with
      generally accepted accounting principles and includes those policies and
      procedures that:





·
            Pertain
                to the maintenance of records that in reasonable detail accurately
                and
                fairly reflect the transactions and dispositions of the assets of
                the
                company;


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


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





All
      internal control systems, no matter how well designed, have inherent limitations
      and can provide only reasonable, not absolute, assurance that the objectives
      of
      the control system are met. Further, the design of a control system must reflect
      the fact that there are resource constraints, and the benefits of controls
      must
      be considered relative to their costs. Because of the inherent limitations
      in
      all control systems, no evaluation of controls can provide absolute assurance
      that all control issues and instances of fraud, if any, within our company
      have
      been detected. Therefore, even those systems determined to be effective can
      provide only reasonable assurance with respect to financial statement
      preparation and presentation. ****




Our
      management, with the participation of our Chief Executive Officer and Chief
      Financial Officer, assessed the effectiveness of our internal control over
      financial reporting as of December 31, 2007. In making this assessment, our
      management used the criteria set forth by the Committee of Sponsoring
      Organizations of the Treadway Commission (COSO) in *Internal
      Control — Integrated Framework* .





A material weakness
      is a deficiency, or a combination of deficiencies, in internal control over
      financial reporting, such that there is a reasonable possibility that a material
      misstatement of our annual or interim financial statements will not be prevented
      or detected on a timely basis.




42


We
          identified a material weakness in our internal control over financial reporting
          as of December 31, 2007 because fundamental elements of an effective control
          environment were not present as of December 31, 2007, including a code
          of
          conduct or ethics, independent oversight and review of financial reporting,
          the
          financial reporting processes and procedures and internal control procedures
          by
          the Board of Directors, as we have not established an audit committee and
          our
          full board has not been adequately performing those functions. Other
          deficiencies, such as communication breakdowns between the individuals
          executing
          transactions and the individuals accounting for those transactions led
          to the
          identification by the auditors of certain required material adjustments
          to the
          financial statements. In addition, management has not established with
          appropriate rigor the procedures for reconciliation between transfer agent
          and
          Company records of shares issued and outstanding, including the actions
          required
          upon identification of inconsistencies or reconciling items between those
          two
          sets of records. Additionally, due to insufficient staffing and the lack
          of full
          time personnel, it was not possible to ensure appropriate segregation of
          duties
          between incompatible functions, and formalized monitoring procedures have
          not
          been established or implemented.


These
        deficiencies represent a material weakness in our internal control over
        financial reporting given that it results in a reasonable possibility that
        a
        material misstatement to the annual or interim financial statements would
        not
        have been prevented or detected. Based
        on
        this assessment and the material weakness described above, management has
        concluded that internal control over financial reporting was not effective
        as of
        December 31, 2007.




This
        annual report does not include an attestation report of the company’s registered
        public accounting firm regarding internal control over financial reporting.
        Management’s report was not subject to attestation by the company’s registered
        public accounting firm pursuant to temporary rules of the Securities and
        Exchange Commission that permit the company to provide only management’s report
        in this annual report.




We
      intend
      to take the following steps as soon as practicable to remediate the material
      weakness we identified as follows:





·
            We
                will segregate incompatible functions using existing personnel where
                possible or, given sufficient capital resources, we will hire additional
                personnel to perform those functions.


·
              We
                  will increase the oversight and review procedures of the board
                  of
                  directors with regard to financial reporting, financial reporting
                  processes and procedures and internal control
                  procedures.


·
              To
                  the extent we can attract outside directors, we will nominate an
                  audit
                  committee to review and assist the board with its oversight
                  responsibilities.


·
              We
                  will adopt a code of conduct and ethics  ·
              We
                  will remedy the deficiencies in communication between those executing
                  transactions and those who are responsible for accounting for such
                  transactions by adopting written procedures and implementing a
                  monitoring
                  mechanism to ensure that transactions are recorded
                  appropriately  ·
              We
                  will remedy the deficiencies in reconciliation and disposition
                  of
                  reconciling items related to shares issued and
                  outstanding.




**Changes
      in Internal Control Over Financial Reporting**





There
      has
      been no change in our internal control over financial reporting that occurred
      during our most recent fiscal quarter that has materially affected, or is
      reasonably likely to materially affect, our internal control over financial
      reporting.




**ITEM
      8B.**  **OTHER
      INFORMATION**





None.




43




**PART
      III**





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





The
      following table sets forth certain information with respect to each of our
      directors and executive officers as of March 24, 2008.




**Name**
            
            **Age**
            
            **Principal
                Occupation**
            
            **Served
                as**
              **Director
                Since**Richard
                Salvador
            
            79
            
            President,
                Chief Executive Officer, Director
            
            1999William
                Garland
            
            61
            
            Chief
                Operating Officer, Director
            
            2007Martin
                Murray
            
            41
            
            Chief
                Financial Officer, Treasurer, Secretary, Director
            
            1999Michael
                Strage
            
            48
            
            Vice
                President Business Development, Director
            
            1999





**William
      A. Garland, Ph.D.,**  **Vice
      President and Chief Operating Officer.** Dr.
      Garland, joined AngioGenex as Chief Operating Officer in July 2001. From 1994
      to
      2000, Dr. Garland was Executive Vice President Pharmaceutical Development with
      Centaur Pharmaceuticals Incorporated, a Silicon Valley development stage
      biopharmaceutical company. At Centaur, he was responsible for all aspects of
      pre-clinical drug testing, the design and execution of clinical studies, quality
      assurance, quality control, pilot manufacturing, interactions with the FDA
      and
      international drug regulatory authorities along with presentation of Centaur’s
      development efforts to potential corporate partners and investors. While at
      Centaur he progressed three projects from discovery stage to Phase II clinical
      testing, and helped manage the growth of Centaur from fewer than a dozen
      employees to more than 100 employees in a six-year period. At Centaur, Dr.
      Garland also co-invented a compound, CPI-1189, that demonstrated efficacy in
      two
      Phase II clinical trials, and was a key participant in the successful
      negotiation of an $80 million corporate alliance with Arcus, Astra AB’s
      neuroscience company, and the successful negotiation of a $30 million corporate
      alliance with Lundbeck A/S. CPI-1189 is currently in Phase III clinical
      development as REN-1654 (Renovis Inc.). Dr. Garland was with Hoffmann-La Roche,
      Inc. from 1974-1994, most recently as Senior Director and U.S. Head of
      International Project Management. During his 20-year tenure at Roche, he managed
      groups consisting of as many as 100 scientific and administrative personnel.
      Immediately prior to joining AngioGenex, he was Vice President Scientific
      Affairs of Atairgin Technologies, Inc. an emerging healthcare technology
      company, where he was responsible for all aspects of R&D, quality and
      clinical effort associated with the Company’s oncology-related diagnostic and
      therapeutic efforts. Dr. Garland received a BS in chemistry from the University
      of San Francisco and a Ph.D. in medicinal chemistry from the University of
      Washington. He has authored or co-authored over 100 scientific
      publications *.*




44





**Michael
      M. Strage, Chairman and Vice President Business Development** .
      Mr.
      Strage has been our Chairman and VP of Business Development since 1999. Mr.
      Strage was a co-founder of Axonyx Inc., a publicly traded biotechnology company
      (NASDAQ:TPTX) engaged in the development of drugs to treat Alzheimer's disease.
      As a founding Officer and Director he was responsible for all business and
      administrative aspects of Axonyx from its inception in 1996 to its listing
      on
      the NASDAQ-NMS in January 2001. As Vice President and Chief Administrative
      Officer of Axonyx, Mr. Strage was responsible for negotiating all of the
      company's major corporate transactions including the agreements under which
      Axonyx first acquired its intellectual property portfolio that includes the
      commercial rights to the pre-clinical research and development programs at
      New
      York University School of Medicine and the National Institute on Aging, and
      subsequently out-licensed some of those rights through pharmaceutical joint
      development agreements, including a major world-wide licensing agreement with
      Serono International S.A. (NYSE:SRA) In addition, Mr. Strage directed all
      aspects of the administrative operations of Axonyx including finance, where
      he
      participated actively in each of the multiple phases of the company's capital
      formation, budgeting, human resources, infrastructure, corporate communications
      and investor relations. As Chairman and founder of AngioGenex, Mr. Strage
      recruited and assembled the AngioGenex management team and its Scientific
      Advisory Board. On the company's behalf, he acquired the exclusive rights to
      Dr.
      Benezra's anti-cancer work by negotiating the Company's Industrial Research
      and
      Commercial licenses with MSKCC. Mr. Strage was responsible for raising the
      seed
      capital used to create the company and that funded the collaboration with
      Memorial Sloan Kettering Cancer Center. Prior to joining Axonyx in 1996, Mr.
      Strage was an associate at the Los Angeles law firm of Hancock, Rothert &
Bunschoft and prior thereto an assistant district attorney at the Manhattan
      District Attorney's office.





**Richard
      A. Salvador, Ph.D., Chief Executive Officer, President, and
      Director.** Dr.
      Salvador has been our Chief Executive Officer, President and a director of
      our
      company since 1999. Dr. Salvador was with Hoffmann-La Roche, Inc. from 1970
      to
      1997, most recently as Vice-President and Director of International Pre-clinical
      Development and Deputy to the President, International Research and Development.
      The three major departments reporting to him worldwide were Toxicology and
      Pathology, Drug Metabolism, and Pharmaceutical Research and Development. In
      the
      U.S., Dr. Salvador was responsible for approximately 350 personnel and an annual
      budget in excess of $60 million. Dr. Salvador was also a member of key
      international Hoffman-La Roche (ROG.VX) R&D committees. Dr. Salvador is on
      the Board of Directors of Suntory Pharmaceutical Research Laboratories,
      Cambridge, MA, and was a Senior Scientific Advisor to Axonyx Inc.which recently
      merged with TorreyPines Therapeuitcs (NASDAQ: TPTX), New York, NY. He has served
      as a consultant to the biotechnology industry in recent years. Dr. Salvador
      has
      a Ph.D. in Pharmacology from George Washington University, Washington,
      DC.




45





**Martin
      F. Murray, CPA, MBA, Secretary, Chief Financial Officer, Treasurer,
      Director** .
      Mr.
      Murray has been our Secretary, Treasurer, CFO and Director since 1999. Mr.
      Murray is a founder and managing partner of Murray and Josephson, CPAs, LLC.
      He
      previously held the position of managing partner at the accounting firm of
      Leeds
& Murray, and audit manager with Eisner, LLP. His experience includes
      providing accounting, auditing, tax, and consulting services for publicly-traded
      and privately-owned companies, including: professional organizations,
      biotechnology companies, creative artists, and manufacturing firms. Mr. Murray
      has appeared on television news as a guest expert and has led a series of
      Continuing Professional Education seminars. He is a member of the tax section
      of
      the American Institute of Certified Public Accountants, and the New York State
      Society of Certified Public Accountants where he served on the health care
      committee. He earned his MBA in taxation from Baruch College where he also
      earned his BBA in Accountancy.





There
      are
      no family relationships among any of our directors or officers.





**Section
      16(a) Beneficial Ownership Reporting Compliance**





The
      members of the Board of Directors, our executive officers and persons who hold
      more than 10% of our outstanding common stock are subject to the reporting
      requirements of Section 16(a) of the Securities Exchange Act of 1934, as
      amended, which require them to file reports with respect to their ownership
      of
      our common stock and their transactions in such common stock. Based solely
      upon
      the review of the Forms 3, 4 and 5 furnished to our company and certain
      representations made to our company, we believe that during 2006, the following
      members of the Board of Directors, our executive officers and person(s) who
      hold
      more than 10% of our outstanding common stock failed to timely file all reports
      required to be filed pursuant to Section 16(a) of the Securities Exchange Act
      of
      1934 with respect to transactions in equity securities of our company: William
      Garland, George Gould and Atypical BioVentures Fund LLC failed to file initial
      reports on Form 3 after the merger of private AngioGenex and E-Clic; George
      Gould, and Granadilla Holdings, Ltd. failed to file current reports on Form
      4
      after the conversion of their convertible promissory notes into shares of common
      stock in October 2006; Atypical BioVenture Fund, LLC and Granadilla Holdings,
      Ltd. failed to file current reports on Form 4 concerning the assignment of
      a
      convertible promissory note to Granadilla on October 24, 2006; Michael Strage
      and Richard Salvador filed Form 5s in 2008 reporting their conversion of their
      convertible promissory notes into shares of common stock in October
      2006.





**Code
      of Ethics**





We
      have
      not adopted a code of ethics that applies to our President and CEO (principal
      executive officer), or our Chief Financial Officer (principal accounting
      officer). As we have recently become a reporting company required to file
      periodic reports with the SEC and as we are not a “listed company” under SEC
      rules, we have not yet dealt with this issue, but we intend to do so in the
      future.




46





**Audit
      Committee and Audit Committee Financial Expert**




We
      are
      not a “listed company” under SEC rules and are therefore not required to have an
      audit committee comprised of independent directors. As we are a development
      stage company with minimal revenues from operations, few employees, and
      relatively simple financial statements, we have not, at this stage, constituted
      any board committees, including an audit committee. Consequently we do not
      have
      an audit committee financial expert who is an outside director. As our business
      grows and our financial statements become more complicated, we intend to seek
      an
      outside director who can qualify as an audit committee financial
      expert.





**ITEM
      10.**  **EXECUTIVE
      COMPENSATION**





The
      following table sets forth compensation information for services rendered to
      us
      by our executive officer (collectively, our company’s “Named Executive Officer”)
      in all capacities, other than as directors, during each of the prior two fiscal
      years. Other than as set forth below, no executive officer’s salary and bonus
      exceeded $100,000 for the fiscal year 2007. The following information includes
      the dollar value of base salaries, bonus awards, the number of stock options
      granted and certain other compensation, if any, whether paid or deferred. Shares
      issued in lieu of compensation are listed in the year the salary was
      due.





**SUMMARY
      COMPENSATION TABLE**


Name
                  and
                Principal
                Position
                (a)
              
              Year
                (b)
              
              Salary
                ($)
                (c)
              
              Bonus
                ($)
                (d)
              
              Stock
                Awards
                ($)
                (e)
              
              Option
                  Awards
                ($)
                (f)
              
              Non-Equity
                  Incentive Plan Compensation ($)
                (g)
              
              Non-Qualified
                  Deferred Compen-sation Earnings ($)
                (h)
              
              All
                  other Compen-sation
                ($)
                (i)
              
              Total
                ($)
                (j)Richard
                  Salvador
                Pres.
                  & CEO, Dir.
              
              
              2007
              
              
              0
              
              
              0
              
              
              0
              
              
              0
              
              
              0
              
              
              0
              
              
              0
              
              
              02006
              
              
              0
              
              
              0
              
              
              0
              
              
              29,644
              *
              
              0
              
              
              0
              
              
              0
              
              
              29,644


*
      On July
      31, 2005, Richard Salvador was granted an option for 120,000 shares exercisable
      at $0.01 per share. These options were valued at $29,644 using a Black-Scholes
      calculation.





**B.** **Narrative
          Disclosure to Summary Compensation Table**





Richard
      Salvador has not entered into a formal written employment agreement with
      AngioGenex. He is employed on an at will basis with equity compensation at
      the
      discretion of the uninterested members of the board of directors.




47





**C.** **Outstanding
          Equity Awards at Fiscal Year End**


Option
                  Awards
              
              
              Stock
                  AwardsName
              
              
              Number
                  of
                Securities
                Underlying
                Unexercised
                Options
                (#)
                Exercisable
              
              
              Number
                    of
                  Securities
                  Underlying
                  Unexercised
                  Options
                  (#)
                  Unexercisable
              
              
              Equity
                Incentive
                Plan
                Awards
                Number
                  of
                Securities
                Underlying
                Unexercised
                Unearned
                Options
                (#)
              
              
              Option
                Exercise
                Price
                ($)
              
              
              Option
                Expiration
                Date
              
              
              Number
                of
                  Shares
                or
                  Units of
                Stock
                That
                Have
                  Not
                Vested
                (#)
              
              
              Market
                Value
                  of
                Shares
                  or
                Units
                That
                Have
                  Not
                Vested
                ($)
              
              
              Equity
                Incentive
                Plan
                Awards:
                Number
                  of
                Unearned
                Shares,
                Units
                  or
                Other
                Rights
                  That
                Have
                  Not
                Vested
                (#)
              
              
              Equity
                Incentive
                Plan
                Awards:
                Market
                  or
                Payout
                Value
                  of
                Unearned
                Shares
                Units
                  or
                Other
                Rights
                That
                  Have
                Not
                  Vested
                ($)(a)
              
              
              (b)
              
              
              (c)
              
              
              (d)
              
              
              (e)
              
              
              (f)
              
              
              (g)
              
              
              (h)
              
              
              (i)
              
              
              (j)Salvador
              
              
              90,000
              
              
              -
              
              
              -
              
              $
              1.50
              
              
              5/31/2010
              
              
              -
              
              
              -
              
              
              -
              
              $
              -200,000
              
              
              -
              
              
              -
              
              $
              1.00
              
              
              1/1/2012
              
              
              -
              
              
              -
              
              
              -
              
              $
              -120,000
              
              
              -
              
              
              -
              
              $
              0.01
              
              
              7/31/2015
              
              
              -
              
              
              -
              
              
              -
              
              $
              -


There
      were no option grants to our Named Executive Officer in 2006.





**D.** **Compensation
          of Directors**





We
      did
      not pay our directors fees in 2007 and have not paid such fees in the past
      for
      attending scheduled and special meetings of our board of directors. In the
      future, we may adopt a policy of paying independent director a fee for their
      attendance at board meetings. We do reimburse each director for reasonable
      travel expenses related to such  director's
      attendance at board of directors meetings.


Name
              
              Fees
                  Earnedor
                  Paid inCash
                ($)
              
              Stock
                  Awards
                ($)
              
              Option
                Awards
                ($)
              
              Non-Equity
                incentive
                Plan
                  Compensation
                ($)
              
              Change
                  in
                Pension
                Vslue
                  and
                Nonqualified
                Deferred
                Compensation
                Earnings
              
              All
                  otherCompensation
                ($)
              
              Total
                ($)(a)
              
              (b)
              
              (c)
              
              (d)
              
              (e)
              
              (f)
              
              (g)
              
              (h)Gould
              
              
              0
              
              
              0
              
              
              0
              
              
              0
              
              
              0
              
              
              0
              
              
              0Murray
              
              
              0
              
              
              0
              
              
              0
              
              
              0
              
              
              0
              
              
              0
              
              
              0Strage
              
              
              0
              
              
              0
              
              
              0
              
              
              0
              
              
              0
              
              
              0
              
              
              0




48




**Employment
      Contracts with Executive Officers and Termination of Employment and
      Change-in-Control Arrangements**





AngioGenex
      does not have an employment contract with its Named Executive
      Officer.





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





The
      following table sets forth certain information known by us with respect to
      the
      beneficial ownership of our common stock as of March 24, 2008 by (i) each person
      who is known by us to own beneficially more than 5% of common stock, (ii) each
      of our Chief Executive Officer and our Chief Financial Officer, (iii) each
      of
      our directors and (iv) all of our current officers and directors as a group.
      Except as otherwise listed below, the address of each person is c/o AngioGenex,
      Inc. 425 Madison Avenue, Suite 902, New York NY 10017.





The
      percentage of shares beneficially owned is based on 21,058,406 shares of common
      stock outstanding as of March 24, 2008. Shares of common stock subject to stock
      options and warrants that are currently exercisable or exercisable within 60
      days of March 24, 2008 are deemed to be outstanding for the purpose of computing
      the percentage ownership of that person but are not treated as outstanding
      for
      the purpose of computing the percentage ownership of any other person. Unless
      indicated below, the persons and entities named in the table have sole voting
      and sole investment power with respect to all shares beneficially owned, subject
      to community property laws where applicable.





Information
        with respect to beneficial ownership has been furnished by each director,
        officer or beneficial owner of 5% or more of our voting Common Stock. Except
        as
        noted the persons named in the table have sole voting and investment power
        with
        respect to all shares of common stock shown as beneficially owned by them.
        The
        number of shares of common stock used to calculate the percentage ownership
        of
        each listed person includes the shares of common stock underlying options
        or
        warrants. Percentage ownership information is based on 21,053,406 shares
        of
        Common Stock outstanding as of March 24, 2008. Percentage information for
        each
        person assumes that no other individual will exercise any warrants and/or
        options. Unless otherwise noted, we believe that all persons named in the
        table
        have sole voting and investment power with respect to all the shares
        beneficially owned by them.




49




**Name
                      and, as Appropriate,****Address
                      of Beneficial Owner (1)**
            
            **Amount
                  and Nature of**
                **Beneficial
                  Owner**
            
            **Percent
                  of**
                **Common
                  Stock**Michael
                Strage (2)
            
            
            3,375,639
            
            
            15.59
            %Richard
                Salvador(3)
            
            
            2,273,364
            
            
            10.32
            %William
                Garland (4)
            
            
            1,070,000
            
            
            4.97
            %Martin
                Murray (6)
            
            
            189,000
            
            
            *All
                directors and executive officers (six persons) as a group
            
            
            
            
            
            29.83
            %Atypical
                BioVentures Fund LLC (9)
              c/o
                Aurora Capital LLC
              200
                Park Avenue South, Suite 1301
              New
                York, NY 10003
            
            
            3,652,505
            
            
            14.78
            %





*  Less
      than
      1%.





(1)
            Unless
                otherwise indicated, the address of each of the listed beneficial
                owners
                identified above is c/o425
                Madison Avenue, Suite 902, New York, New York 10017.




(2)
            Michael
                Strage. Includes 2,773,014 shares held by Mr. Strage, 200,000 options
                exercisable at $1.65 per share, 100,000 options exercisable at $1.10
                per
                share, 120,000 options exercisable at $0.01 per share, and warrants
                to
                purchase 182,625 shares exercisable at $0.15 per
                share.




(3)
            Richard
                Salvador. Includes 1,275,488 shares held by Mr. Salvador, 32,000
                shares
                held by his wife, a warrant to purchase 8,000 shares at $6.00 per
                share
                held by Dick Salvador’s wife, 90,000 options exercisable at $1.50 per
                share, 200,000 options exercisable at $1.00 per share and 120,000
                options
                exercisable at $0.01 per share and 547,876 warrants exercisable at
                $0.15
                per share.




(4)
            William
                Garland. Includes 600,000 shares held by Mr. Garland, 30,000 options
                exercisable at $3.00 per share, 200,000 options exercisable at $1.00
                per
                share, 240,000 exercisable at $0.01 per
                share.




(5)
            George
                Gould. Includes 396,517 shares held by Mr. Gould, 90,000 options
                exercisable at $1.50 per share, 50,000 options exercisable at $1.00
                per
                share, 20,000 options exercisable at $0.01 per share, and 182,625
                warrants
                exercisable at $0.15 per share.




(6)
            Martin
                Murray. Includes 129,000 shares held by Mr. Murray, 45,000 options
                exercisable at $1.50 per share, 5,000 options exercisable at $1.00
                per
                share, and 10,000 options exercisable at $0.01 per
                share.




(7)
            Atypical
                BioVentures Fund LLC. Includes 3,652,505 warrants exercisable at
                $0.15 per
                share.





50




**Equity
      Compensation Plan Information**





The
      following table sets forth information about the common stock available for
      issuance under compensatory plans and arrangements as of December 31,
      2007.


(a)
              
              (b)
              
              (c)Plan
                  Category
              
              Number
                  of securities to be issued upon exercise of outstanding options,
                  warrants
                  and rights.
              
              Weighted-average
                  exercise price of outstanding options, warrants, and
                  rights
              
              Number
                  of securities remaining available for future issuance under equity
                  compensation plans (excluding securities reflected in column
                  (a))Equity
                  compensation plan approved by security holders (1)
              
              
              2,000,000
              
              $
              0.77
              
              
              0Equity
                  compensation plan approved by security holders (2)
              
              
              90,000
              
              $
              0.01
              
              
              4,910,000Total
              
              
              2,090,000
              
              $
              0.77
              
              
              4,910,000





(1)
            The
                AngioGenex 2000 Stock Option Plan had 2,000,000 shares of common
                stock
                reserved for issuance under the Plan under which the board of directors
                may grant incentive or non-statutory stock options to officers, directors,
                employees, consultants and advisors of
                AngioGenex.





(2)
            The
                AngioGenex 2004 Stock Option Plan has 5,000,000 shares of common
                stock
                reserved for issuance under the Plan under which the board of directors
                may grant incentive or non-statutory stock options to officers, directors,
                employees, consultants and advisors of
                AngioGenex.





**ITEM
      12.**  **CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS**





**Legal
      Services**





Since
      its
      inception in 1999 AngioGenex has retained and employed the law firm of Gibbons,
      Del Deo, Dolan, Griffinger and Vechione as outside patent and intellectual
      property counsel. George Gould, a former vice president and general counsel
      of
      AngioGenex and a former member of the board of directors, is of counsel to
      Gibbons, Del Deo, Dolan, Griffinger and Vechione.





**Loans
      from Officers**





Richard
      Salvador, our CEO and President loaned AngioGenex $25,000 on September 1, 2005.
      The terms of this unsecured loan provide for repayment of principal and interest
      at 6% per annum on September 1, 2008. At December 31, 2007 interest in the
      amount of $3,411 had accrued.





Michael
      Strage, our Vice President for Business Development loaned AngioGenex $10,000
      November 29, 2005. The terms of this unsecured loan provide for repayment of
      principal and interest at 6% per annum on December 1, 2008. At December 31,
      2007
      interest in the amount of $1,253 had accrued.





51




**Accounting
      Services**





Since
      its
      inception, AngioGenex has employed Murray Josephson, CPAs, LLC to provide
      outside bookkeeping, accounting and tax filing services, but not audit services.
      Martin Murray, our Chief Financial Officer, Secretary and Treasurer, as well
      as
      a member of the board of directors, is a principal of Murray Josephson, CPAs,
      LLC. We owed Martin Murray approximately $50,000 for accounting services as
      of
      September 30, 2007.





**Convertible
      Promissory Notes**





In
      March
      2004 we issued convertible promissory notes pursuant to a convertible note
      financing completed on March 30, 2004. Michael Strage, director and Vice
      President, Richard Salvador, President and Chief Executive Officer, and George
      Gould, Vice President and General Counsel purchased convertible promissory
      notes
      in the principal amounts listed below. Five year warrants to purchase shares
      at
      $0.15 per share were also granted to the noteholders. In October 2006, each
      of
      these officers and directors converted their convertible promissory notes into
      the number of shares as listed below.


AmountInvested
              
              Shares
              
              WarrantsMichael
                  Strage
              
              $
              25,000
              
              
              202,011
              
              
              182,625Richard
                  Salvador
              
              $
              75,000
              
              
              605,488
              
              
              547,876George
                  Gould
              
              $
              25,000
              
              
              201,517
              
              
              182,625




In
      March
      2004 Atypical BioVentures Fund LLC purchased convertible promissory notes and
      warrants, with the note in the principal amount of $500,000 and a warrant to
      purchase 3,652,505 shares at an exercise price of $0.15 per share. On October
      24, 2006, Atypical BioVentures Fund LLC assigned all of its rights to a
      convertible promissory note in the principal amount of $500,000 to Granadilla
      Holdings Ltd. for $551,232 equal to principal and accrued interest. Atypical
      BioVentures Fund LLC retained the warrants. Later in October 2006, Granadilla
      Holdings converted its convertible promissory notes into 4,026,828
      shares.





**Director
      Independence**





Our
      Board
      of Directors has determined that none of its members are currently “independent
      directors” as that term is defined in Rule 4200(a)(15) of the Marketplace Rules
      of the National Association of Securities Dealers as all members of the board
      of
      directors are also officers of the company.




**ITEM
      13.**  **EXHIBITS**





See
      Exhibit Index that appears on page 55 of this report.




52





**ITEM
      14.**  **PRINCIPAL
      ACCOUNTANT FEES AND SERVICES**





**Fees
      Billed to AngioGenex by Williams & Webster, P.S. during Fiscal Year
      2007.**





*Audit
      Fees.* Aggregate
      fees billed for professional services rendered by Williams & Webster in
      connection with its audit of AngioGenex’s financial statements as of and for the
      years ended December 31, 2007, and 2006, its reviews of AngioGenex’s unaudited
      condensed consolidated interim financial statements, and for SEC consultations
      and filings were $33,467 and $31,846 , respectively.





*Tax
      Fees* - We did
      not pay Williams & Webster, P.S. for professional services for tax
      compliance, tax advice and tax planning in 2006 or 2007.





*All
      Other Fees* - We did
      not incur any other fees and expenses **** from
      Williams & Webster, P.S. for the fiscal years 2006 and 2007 annual
      audits.





**SIGNATURES**





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




Dated:
        April 2, 2008


**AngioGenex, Inc.**By:
            /s/ Richard
              SalvadorRichard
                Salvador
              President
                and Chief Executive Officer /s/ Martin
              MurrayMartin
                Murray
              Chief
                Financial Officer
              Principal
                Financial and Accounting Officer





**POWER
      OF ATTORNEY**





KNOW
      ALL
      PERSONS BY THESE PRESENTS, that each person whose signature appears below
      constitutes and appoints each of Richard Salvador and Martin Murray as his
      true
      and lawful attorneys-in-fact and agents, with full power of substitution and
      resubstitution, for him and in his name, place and stead, in any and all
      capacities, to sign any and all amendments (including post-effective amendments)
      to this Report on Form 10-KSB, and to file the same, with all exhibits thereto,
      and other documents in connection therewith, with the Securities and Exchange
      Commission, granting unto said attorneys-in-fact and agents, and each of them,
      full power and authority to do and perform each and every act and thing
      requisite and necessary to be done in connection therewith and about the
      premises, as fully to all intents and purposes as he might or could do in
      person, hereby ratifying and confirming all that said attorneys-in-fact and
      agents, or any of them, or their or his substitute or substitutes, may lawfully
      do or cause to be done by virtue hereof.




53





In
      accordance with the Exchange Act, this report has been signed below by the
      following directors on behalf of the registrant.





/s/
                  Richard Salvador
              
              April
                  2, 2008
              
              /s/
                  Michael M. Strage*
              
              April
                  2, 2008Richard
                  Salvador
              
              Date
              
              Michael
                  M. Strage
              
              Date/s/
                  Martin Murray
              
              April
                  2, 2008
              
              /s/
                  William Garland*
              
              April
                  2, 2008Martin
                  Murray
              
              Date
              
              William
                  Garland
              
              Date









*By:
              /s/ Martin
                  Murray
              
              March
                  28, 2008**Martin
                  Murray**
                **As
                  Attorney-in-Fact**





**ANGIOGENEX,
      INC.**


**INDEX
      TO EXHIBITS**





Exhibits
            Description of Document  2.1
            Acquisition
                Agreement and Plan of Reorganization between AngioGenex, Inc. and
                eClic,
                Inc. dated December 1, 2005 (Incorporated by reference to the
                corresponding exhibit to the Form 8-K previously filed by AngioGenex
                on
                December 30, 2005 (File No.
                000-26181))




3.1
            Amended
                Articles of Incorporation dated December 30, 2005 (Incorporated by
                reference to exhibit 3.4 to the Form 8-K previously filed by AngioGenex
                on
                December 30, 2005 (File No.
                000-26181))




10.2
            Exclusive
                License Agreement between AngioGenex, Inc. and Sloan Kettering Institutes
                for Cancer Research, dated April 3, 2000. (Incorporated by reference
                to
                the corresponding exhibit to the Form 8-K/A previously filed by AngioGenex
                on January 9, 2006 (File No.
                000-26181))




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




31.2
            Rule
                13a-14(a)/15d-14(a) Certification of Chief Financial
                Officer




32
            Section
                1350 Certifications











54


AngioGenex,
          Inc.
 New
          York
          City, New York
 
 **REPORT
          OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**
 
 
 We
          have
          audited the accompanying balance sheet of AngioGenex, Inc. as of December
          31,
          2007 and December 31, 2006, and the related statements of operations,
          stockholders’ equity and cash flows for the years then ended. These financial
          statements are the responsibility of the Company’s management. Our
          responsibility is to express an opinion on these financial statements based
          on
          our audit.
 
 We
          conducted our audit in accordance with the standards of the Public Company
          Accounting Oversight Board (United States). Those standards require that
          we plan
          and perform the audit to obtain reasonable assurance about whether the
          financial
          statements are free of material misstatement .
          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 purpose
          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 amounts and
          disclosures in the financial statements. An audit
          also includes assessing the accounting principles used and significant
          estimates
          made by management, as well as evaluating the overall financial statement
          presentation. We believe that our audit provides a reasonable basis for
          our
          opinion.
 
 In
          our
          opinion, the financial statements referred to above present fairly, in
          all
          material respects, the financial position of AngioGenex, Inc. as of December
          31,
          2007 and December 31, 2006 and the results of its operations, stockholders
          equity and its cash flows for the years then ended in conformity with accounting
          principles generally accepted in the United States of
          America.
 
 The
          accompanying financial statements have been prepared assuming that the
          Company
          will continue as a going concern. As discussed in Note 2 to the financial
          statements, the Company has no revenues, limited resources and a large
          accumulated deficit. These factors raise substantial doubt about the Company’s
          ability to continue as a going concern. Management’s plans are also discussed in
          Note 2. The financial statements do not include any adjustments that might
          result from the outcome of this uncertainty.
  
 Williams
          & Webster, P.S.
 *Certified
          Public Accountants*
 Spokane,
          Washington
 March
          31,
          2008







**ANGIOGENEX,
                    INC.****(FORMERLY
                    ECLIC, INC.)****(A
                    DEVELOPMENT STAGE ENTERPRISE)****BALANCE
                    SHEETS**
 
 December
                    31,
                
                December
                    31,**ASSETS**
                
                2007
                
                2006CURRENT
                  ASSETSCash
                
                $
                45,406
                
                $
                4,386Prepaid
                    offering costs
                
                
                —
                
                
                15,000Prepaid
                    expenses
                
                
                6,122
                
                
                739Receivable
                
                
                50,000
                
                
                —TOTAL
                    CURRENT ASSETS
                
                
                101,528
                
                
                20,125PROPERTY
                    AND EQUIPMENTEquipment,
                    net of depreciation
                
                
                1,190
                
                
                1,810TOTAL
                    PROPERTY AND EQUIPMENT
                
                
                1,190
                
                
                1,810**TOTAL
                    ASSETS**
                
                $
                102,718
                
                $
                21,935**LIABILITIES
                    AND STOCKHOLDERS' DEFICIT**CURRENT
                    LIABILITIESAccrued
                    expenses
                
                $
                273,442
                
                $
                235,835Accrued
                    expenses - related parties
                
                
                148,793
                
                
                127,706Notes
                    payable
                
                
                11,000
                
                
                1,000Notes
                    payable, related parties
                
                
                35,000
                
                
                35,000Accrued
                    interest
                
                
                4,859
                
                
                2,629TOTAL
                    CURRENT LIABILITIES
                
                
                473,094
                
                
                402,170LONG-TERM
                    LIABILITIESSettlement
                    payable
                
                
                35,000
                
                
                —35,000
                
                
                —COMMITMENTS
                    AND CONTINGENCIESSTOCKHOLDERS'
                    DEFICITPreferred
                    stock, 5,000,000 shares authorized, $0.001 par value;no
                    shares issued and outstanding
                
                
                —
                
                
                —Common
                    stock, 70,000,000 shares authorized, $0.001 par value;21,053,406
                    and 20,347,285 shares issued and outstanding, respectively
                
                
                21,053
                
                
                20,347Additional
                    paid-in capital
                
                
                2,770,675
                
                
                2,448,888Stock
                    options, warrants, and beneficial conversion rights
                
                
                912,379
                
                
                895,608Accumulated
                    deficit during development stage
                
                
                (4,109,483
                )
                
                (3,745,078
                )TOTAL
                    STOCKHOLDERS' DEFICIT
                
                
                (405,376
                )
                
                (380,235
                )**TOTAL
                    LIABILITIES AND STOCKHOLDERS' DEFICIT**
                
                $
                102,718
                
                $
                21,935
 The
          accompnaying notes are integral part of these financial statements.
 F-1
  **ANGIOGENEX,
                    INC****(FORMERLY
                    ECLIC, INC.)****(A
                    DEVELOPMENT STAGE ENTERPRISE)****STATEMENTS
                    OF OPERATIONS**
 
 March
                    , 1999Year
                    Ended
                
                (Inception)
                    toDecember
                    31,
                
                December
                    31,2007
                
                2006
                
                2007REVENUES
                
                $
                50,000
                
                $
                —
                
                $
                50,000EXPENSESResearch
                    and development
                
                
                64,834
                
                
                64,974
                
                
                1,667,815Consulting
                
                
                —
                
                
                —
                
                
                109,666Licenses
                    and fees
                
                
                —
                
                
                —
                
                
                155,000Professional
                    fees
                
                
                228,260
                
                
                210,446
                
                
                1,376,872General
                    and administrative
                
                
                52,836
                
                
                25,990
                
                
                272,871TOTAL
                    OPERATING EXPENSES
                
                
                345,930
                
                
                301,410
                
                
                3,582,224LOSS
                    FROM OPERATIONS
                
                
                (295,930
                )
                
                (301,410
                )
                
                (3,532,224
                )OTHER
                    INCOME (EXPENSES)Other
                    income
                
                
                —
                
                
                —
                
                
                464,688Interest
                    income
                
                
                —
                
                
                —
                
                
                7,236Finance
                    costs
                
                
                (68,475
                )
                
                (41,728
                )
                
                (1,049,183
                )TOTAL
                    OTHER INCOME (EXPENSES)
                
                
                (68,475
                )
                
                (41,728
                )
                
                (577,259
                )LOSS
                    BEFORE INCOME TAXES
                
                
                (364,405
                )
                
                (343,138
                )
                
                (4,109,483
                )INCOME
                    TAXES
                
                
                —
                
                
                —
                
                
                —NET
                    LOSS
                
                $
                (364,405
                )
                $
                (343,138
                )
                $
                (4,109,483
                )NET
                    LOSS PER COMMON SHARE,BASIC
                    AND DILUTED
                
                $
                (0.02
                )
                $
                (0.02
                )WEIGHTED
                    AVERAGE NUMBER OFCOMMON
                    STOCK SHARES OUTSTANDING,BASIC
                    AND DILUTED
                
                
                20,673,474
                
                
                14,409,084
 The
          accompnaying notes are integral part of these financial statements.
 F-2
  **ANGIOGENEX,
                    INC.****(FORMERLY
                    ECLIC, INC.)****(A
                    DEVELOPMENT STAGE ENTERPRISE)****STATEMENT
                    OF STOCKHOLDERS' EQUITY
                    (DEFICIT)**
 
 DeficitCommon
                    Stock
                
                
                
                Stock
                    options /
                
                AccumulatedWarrants
                    /
                
                During
                
                TotalNumber
                
                
                
                Additional
                
                Beneficial
                
                Development
                
                Stockholders'of
                    Shares
                
                Amount
                
                Paid-in
                    Capital
                
                conversion
                
                Stage
                
                Equity
                    (Deficit)Issuance
                    of founders' common stock at $0.01 per share
                
                
                8,100,000
                
                $
                8,100
                
                $
                900
                
                $
                —
                
                $
                —
                
                $
                9,000Issuance
                    of common stock at $0.17 per share
                
                
                729,000
                
                
                729
                
                
                120,271
                
                
                —
                
                
                —
                
                
                121,000Net
                    Loss for the year ended March 31, 2000
                
                
                —
                
                
                —
                
                
                —
                
                
                —
                
                
                (104,357
                )
                
                (104,357
                )Balance,
                    March 31, 2000
                
                
                8,829,000
                
                
                8,829
                
                
                121,171
                
                
                —
                
                
                (104,357
                )
                
                25,643Issuance
                    of common stock at $0.17 per share
                
                
                171,000
                
                
                171
                
                
                28,829
                
                
                —
                
                
                —
                
                
                29,000Issuance
                    of common stock and warrants (net of cash andnon
                    cash expenses of $146,000) at $12,500 per unit
                
                
                144,000
                
                
                144
                
                
                347,856
                
                
                —
                
                
                —
                
                
                348,000Stock
                    options vested
                
                
                —
                
                
                —
                
                
                —
                
                
                22,845
                
                
                —
                
                
                22,845Net
                    loss for the year ended March 31, 2001
                
                
                —
                
                
                —
                
                
                —
                
                
                —
                
                
                (181,811
                )
                
                (181,811
                )Balance
                    March 31, 2001
                
                
                9,144,000
                
                
                9,144
                
                
                497,856
                
                
                22,845
                
                
                (286,168
                )
                
                243,677Issuance
                    of common stock and warrants (net of cash andnon
                    cash expenses of $118,000) at $12,500 per unit
                
                
                62,000
                
                
                62
                
                
                75,149
                
                
                —
                
                
                —
                
                
                75,211Stock
                    options vested
                
                
                —
                
                
                —
                
                
                —
                
                
                82,875
                
                
                —
                
                
                82,875Net
                    loss for the year ended March 31, 2002
                
                
                —
                
                
                —
                
                
                —
                
                
                —
                
                
                (482,903
                )
                
                (482,903
                )Balance
                    March 31, 2002
                
                
                9,206,000
                
                
                9,206
                
                
                573,005
                
                
                105,720
                
                
                (769,071
                )
                
                (81,140
                )Issuance
                    of common stock for services at $0.25 per share
                
                
                510,000
                
                
                510
                
                
                124,490
                
                
                —
                
                
                —
                
                
                125,000Issuance
                    of common stock at $0.25 per share (net ofcash
                    and non cash expenses of $14,989)
                
                
                216,000
                
                
                216
                
                
                38,795
                
                
                —
                
                
                —
                
                
                39,011Stock
                    options vested
                
                
                —
                
                
                —
                
                
                —
                
                
                74,280
                
                
                —
                
                
                74,280Net
                    loss for the year ended March 31, 2003
                
                
                —
                
                
                —
                
                
                —
                
                
                —
                
                
                (469,897
                )
                
                (469,897
                )Balance,
                    March 31, 2003
                
                
                9,932,000
                
                
                9,932
                
                
                736,290
                
                
                180,000
                
                
                (1,238,968
                )
                
                (312,746
                )Issuance
                    of common stock for services at $0.25 per share
                
                
                1,255,000
                
                
                1,255
                
                
                312,495
                
                
                —
                
                
                —
                
                
                313,750Private
                    placement costs from prior year offering
                
                
                —
                
                
                —
                
                
                (2,300
                )
                
                —
                
                
                —
                
                
                (2,300
                )Stock
                    options vested
                
                
                —
                
                
                —
                
                
                —
                
                
                35,653
                
                
                —
                
                
                35,653Issuance
                    of warrants attached to convertible bridge loan
                
                
                —
                
                
                —
                
                
                —
                
                
                586,551
                
                
                —
                
                
                586,551Beneficial
                    conversion rights of convertible bridge loan
                
                
                —
                
                
                —
                
                
                —
                
                
                288,449
                
                
                —
                
                
                288,449Net
                    loss for the year ended March 31, 2004
                
                
                —
                
                
                —
                
                
                —
                
                
                —
                
                
                (356,061
                )
                
                (356,061
                )Balance,
                    March 31, 2004
                
                
                11,187,000
                
                
                11,187
                
                
                1,046,485
                
                
                1,090,653
                
                
                (1,595,029
                )
                
                553,296Stock
                    options vested
                
                
                —
                
                
                —
                
                
                —
                
                
                21,614
                
                
                —
                
                
                21,614Net
                    loss for the year ended March 31, 2005
                
                
                —
                
                
                —
                
                
                —
                
                
                —
                
                
                (1,396,914
                )
                
                (1,396,914
                )Balance,
                    March 31, 2005
                
                
                11,187,000
                
                
                11,187
                
                
                1,046,485
                
                
                1,112,267
                
                
                (2,991,943
                )
                
                (822,004
                )Stock
                    options granted for prepaid offering costs
                
                
                —
                
                
                —
                
                
                —
                
                
                14,822
                
                
                —
                
                
                14,822Stock
                    options vested
                
                
                —
                
                
                —
                
                
                —
                
                
                36,954
                
                
                —
                
                
                36,954Common
                    stock issued in recapitalization andreverse
                    merger
                
                
                1,500,000
                
                
                1,500
                
                
                (1,500
                )
                
                —
                
                
                —
                
                
                —Net
                    loss for the nine months ended December 31, 2005
                
                
                —
                
                
                —
                
                
                —
                
                
                —
                
                
                (409,997
                )
                
                (409,997
                )Balance,
                    December 31, 2005
                
                
                12,687,000
                
                $
                12,687
                
                $
                1,044,985
                
                $
                1,164,043
                
                $
                (3,401,940
                )
                $
                (1,180,225
                )
 The
          accompnaying notes are integral part of these financial
          statements.
   F-3
  **ANGIOGENEX,
                    INC.****(FORMERLY
                    ECLIC, INC.)****(A
                    DEVELOPMENT STAGE ENTERPRISE)****STATEMENT
                    OF STOCKHOLDERS' EQUITY
                    (DEFICIT)**
 
 DeficitCommon
                    Stock
                
                
                
                Stock
                    options /
                
                AccumulatedWarrants
                    /
                
                During
                
                TotalNumber
                
                
                
                Additional
                
                Beneficial
                
                Development
                
                Stockholders'of
                    Shares
                
                Amount
                
                Paid-in
                    Capital
                
                conversion
                
                Stage
                
                Equity
                    (Deficit)Balance,
                    December 31, 2005
                
                
                12,687,000
                
                $
                12,687
                
                $
                1,044,985
                
                $
                1,164,043
                
                $
                (3,401,940
                )
                $
                (1,180,225
                )Issuance
                    of common stock at $0.25 per share
                
                
                310,000
                
                
                310
                
                
                77,190
                
                
                —
                
                
                —
                
                
                77,500Issuance
                    of common stock at $0.33 per share
                
                
                300,000
                
                
                300
                
                
                80,200
                
                
                19,500
                
                
                —
                
                
                100,000Stock
                    options vested
                
                
                —
                
                
                —
                
                
                —
                
                
                514
                
                
                —
                
                
                514Shares
                    issued in connection to converstion of notes payable
                
                
                7,050,285
                
                
                7050
                
                
                1,246,513
                
                
                (288,449
                )
                
                —
                
                
                965,114Net
                    loss for the year ended December 31, 2006
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (343,138
                )
                
                (343,138
                )Balance,
                    December 31, 2006
                
                
                20,347,285
                
                
                20,347
                
                
                2,448,888
                
                
                895,608
                
                
                (3,745,078
                )
                
                (380,235
                )Issuance
                    of common stock at $0.50 per share
                
                
                78,000
                
                
                78
                
                
                17,266
                
                
                13,086
                
                
                —
                
                
                30,430Issuance
                    of common stock for services at $0.45 per share
                
                
                200,000
                
                
                200
                
                
                89,800
                
                
                —
                
                
                —
                
                
                90,000Shares
                    issued in connection to converstion of notes payable
                
                
                242,859
                
                
                243
                
                
                145,471
                
                
                —
                
                
                —
                
                
                145,714Issuance
                    of common stock at $0.65 per share
                
                
                16,000
                
                
                16
                
                
                3,059
                
                
                3,685
                
                
                —
                
                
                6,760Issuance
                    of common stock at $0.50 per share
                
                
                169,262
                
                
                169
                
                
                84,191
                
                
                
                
                
                
                
                
                84,360Amortized
                    private placement costs
                
                
                —
                
                
                —
                
                
                (18,000
                )
                
                —
                
                
                —
                
                
                (18,000
                )Net
                    loss for the year ended December 31, 2007
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (364,405
                )
                
                (364,405
                )Balance,
                    December 31, 2007
                
                
                21,053,406
                
                $
                21,053
                
                $
                2,770,675
                
                $
                912,379
                
                $
                (4,109,483
                )
                $
                (405,376
                )
 The
        accompnaying notes are integral part of these financial statements.
  F-4
  **ANGIOGENEX,
                    INC.****(FORMERLY
                    ECLIC, INC.)****(A
                    DEVELOPMENT STAGE ENTERPRISE)****STATEMENTS
                    OF CASH FLOWS**
 
 Period
                    fromMarch,
                    1999Year
                    Ended
                
                (Inception)
                    toDecember
                    31,
                
                December
                    31,2007
                
                2006
                
                2007**CASH
                    FLOWS FROM OPERATING ACTIVITIES:**Net
                    loss
                
                $
                (364,405
                )
                $
                (343,138
                )
                $
                (4,109,483
                )Adjustments
                    to reconcile net lossto
                    net cash used by operating activities:Depreciation
                
                
                620
                
                
                27
                
                
                6,659Services
                    paid by issuance of common stock
                
                
                90,000
                
                
                —
                
                
                526,450Services
                    paid by issuance of common stock options
                
                
                —
                
                
                514
                
                
                289,557Amortization
                    of warrants and beneficial conversion
                
                
                54,429
                
                
                19,500
                
                
                948,929Non
                    cash financing charges
                
                
                6,285
                
                
                —
                
                
                6,285(Increase)
                    decrease in prepaid expenses
                
                
                (5,383
                )
                
                (510
                )
                
                (6,122
                )(Increase)
                    decrease in prepaid offering costs
                
                
                15,000
                
                
                51,178
                
                
                —(Increase)
                    decrease in receivables
                
                
                (50,000
                )
                
                —
                
                
                (50,000
                )Increase
                    (decrease) in accrued expenses
                
                
                37,607
                
                
                23,690
                
                
                272,020Increase
                    (decrease) in accrued expenses, related party
                
                
                21,087
                
                
                52,647
                
                
                150,215Increase
                    (decrease) in accrued interest
                
                
                2,230
                
                
                39,842
                
                
                94,973Increase
                    (decrease) in settlement payable
                
                
                35,000
                
                
                —
                
                
                35,000Net
                    cash used in operating activities
                
                
                (157,530
                )
                
                (156,250
                )
                
                (1,835,517
                )**CASH
                    FLOWS FROM INVESTING ACTIVITIES:**Purchase
                    of equipment
                
                
                —
                
                
                —
                
                
                (7,849
                )Net
                    cash used in investing activities
                
                
                —
                
                
                —
                
                
                (7,849
                )**CASH
                    FLOWS FROM FINANCING ACTIVITIES:**Proceeds
                    from bridge loan
                
                
                —
                
                
                —
                
                
                875,000Payment
                    of notes payable - related party
                
                
                —
                
                
                —
                
                
                (25,000
                )Payment
                    of notes payable
                
                
                —
                
                
                —
                
                
                (35,000
                )Proceeds
                    from notes payable
                
                
                95,000
                
                
                —
                
                
                191,000Issuance
                    of stock for cash - net
                
                
                103,550
                
                
                158,000
                
                
                882,772Net
                    cash provided by financing activities
                
                
                198,550
                
                
                158,000
                
                
                1,888,772Net
                    increase (decrease) in cash
                
                
                41,020
                
                
                1,750
                
                
                45,406Cash,
                    beginning of period
                
                
                4,386
                
                
                2,636
                
                
                —Cash,
                    end of period
                
                $
                45,406
                
                $
                4,386
                
                $
                45,406**SUPPLEMENTAL
                    CASH FLOW DISCLOSURES:**Cash
                    paid for interest and income taxes:Interest
                    expense
                
                $
                —
                
                $
                —
                
                $
                —Income
                    taxes
                
                $
                —
                
                $
                —
                
                $
                —**NON-CASH
                    INVESTING AND FINANCING ACTIVITIES:**Services
                    paid by issuance of stock
                
                $
                90,000
                
                $
                —
                
                $
                526,450Services
                    paid by issuance of stock options
                
                $
                —
                
                $
                514
                
                $
                274,735Offering
                    costs paid by issuance of stock options
                
                $
                —
                
                $
                —
                
                $
                14,822Conversion
                    of debt to equity
                
                $
                85,000
                
                $
                875,000
                
                $
                960,000
 The
        accompnaying notes are integral part of these financial statements.
  F-5
 **ANGIOGENEX,
          INC.**
 **(Formerly
          eClic, Inc.)**
 **(A
          DEVELOPMENT STAGE COMPANY)**
 **NOTES
          TO FINANCIAL STATEMENTS**
 **DECEMBER
          31, 2007**
  **NOTE
          1 - ORGANIZATION AND DESCRIPTION OF BUSINESS**
 
 AngioGenex,
          Inc. (“AngioGenex” or the “Company”) incorporated in the State of New York on
          March 31, 1999. The Company is a biopharmaceutical company founded to create
          products that are uniquely useful for the treatment, diagnosis and prognosis
          of
          cancer. Company programs focus on (1) the discovery and development of
          orally
          active anti-cancer drugs that act by modulating the action of the Id proteins,
          (2) the measurement of Id proteins in tumors and blood to create products
          for
          the diagnosis and prognosis of cancer, (3) generating proof-of-concept
          data in
          relevant preclinical models to establish that modulation of Id proteins
          is
          useful to treat non-oncologic diseases in which an overgrowth of blood
          vessels
          is an important part of the underling pathology and (4) collaborating in
          respect
          to treatments of diseases in which blood vessel proliferation is desirable.
          The
          Company’s proprietary technology is based on the research work of Dr. Robert
          Benezra and his colleagues at Memorial Sloan Kettering Cancer Center (MSKCC),
          NYC, who discovered the Id (inhibitor of differentiation) genes and
          corresponding Id proteins and established their role in the formation of
          new
          blood vessels (angiogenesis) required for tumor growth and metastasis.
          The
          Company’s intellectual property includes the rights to biotechnology in the Id
          field, which it acquired under exclusive worldwide licenses from MSKCC
          and the
          Albert Einstein College of Medicine (“AECOM”), and its own patentable findings
          that it has generated while developing its Id based anti-angiogenesis
          anti-cancer strategies.
 
 On
          December 30, 2005, AngioGenex merged into eClic Acquisition, Inc., a wholly
          owned subsidiary of eClic, Inc. incorporated in the state of Nevada, eClic
          Acquisition, Inc. then changed its name to AngioGenex Therapeutics, Inc.
          and
          concurrently eClic, Inc, a fully reporting shell changed its name to AngioGenex,
          Inc. For accounting purposes, the acquisition has been treated as a
          recapitalization of AngioGenex, with AngioGenex as the acquirer in a reverse
          acquisition. The transaction was compliant with Rule 12g-3 of the Securities
          and
          Exchange Commission. The historical financial statements prior to December
          30,
          2005 are those of AngioGenex while the legal structure of eClic remains
          in
          place. eClic had no assets or liabilities at the time of the
          acquisition.
 
 The
          Company has been in the development stage since inception and as of December
          31,
          2007 has had $50,000 of revenues from its planned operations. At time of
          the
          merger, the Company’s year-end changed from March 31 to December
          31.
 
 
 **NOTE
          2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**
 
 This
          summary of significant accounting policies of AngioGenex, Inc. is presented
          to
          assist in understanding the Company’s financial statements. The financial
          statements and notes are representations of the Company’s management, which is
          responsible for their integrity and objectivity. These accounting policies
          conform to accounting principles
  F-6
  **ANGIOGENEX,
          INC.**
 **(Formerly
          eClic, Inc.)**
 **(A
          DEVELOPMENT STAGE COMPANY)**
 **NOTES
          TO FINANCIAL STATEMENTS**
 **DECEMBER
          31, 2007**
  generally
          accepted in the United States of America, and have been consistently applied
          in
          the preparation of the financial statements.
 
 Accounting
          Method
 The
          Company uses the accrual method of accounting in accordance with accounting
          principles generally accepted in the United States of America.
 
 Basic
          and Diluted Loss Per Share
 Statement
          of Financial Accounting Standards No.128, “Earnings Per Share” (hereinafter
“SFAS No. 128”), requires the reporting of basic and diluted earnings/loss per
          share. Basic loss per share is calculated by dividing net loss by the weighted
          average number of outstanding common shares during the year. As all potential
          common shares are anti-dilutive, the effects of options and warrants (totaling
          approximately ---- additional shares) are not included in the calculation
          of
          diluted loss per share.
 
 Cash
          and
          Cash Equivalents
 For
          purposes of its statement of cash flows, the Company considers all short-term
          debt securities purchased with a maturity of three months or less to be
          cash
          equivalents.
 
 Derivative
          Instruments
 The
          Financial Accounting Standards Board issued Statement of Financial Accounting
          Standards No. 133, “Accounting for Derivative Instruments and Hedging
          Activities” (hereinafter “SFAS No. 133”), as amended by SFAS No. 137,
“Accounting for Derivative Instruments and Hedging Activities - Deferral
          of the
          Effective Date of FASB No. 133”, SFAS No. 138, “Accounting for Certain
          Derivative Instruments and Certain Hedging Activities”, SFAS No. 149, “Amendment
          of Statement 133 on Derivative Instruments and Hedging Activities”, SFAS No.
          150, “Accounting for Certain Financial Instruments with Characteristics of Both
          Liabilities and Equity”, and SFAS No. 155, “Accounting for Certain Hybrid
          Financial Instruments, an amendment of FASB Standards No. 133 and 140”. These
          statements establish accounting and reporting standards for derivative
          instruments, including certain derivative instruments embedded in other
          contracts, and for hedging activities. They require that an entity recognize
          all
          derivatives as either assets or liabilities in the balance sheet and measure
          those instruments at fair value.
 
 If
          certain conditions are met, a derivative may be specifically designated
          as a
          hedge, the objective of which is to match the timing of gain or loss recognition
          on the hedging derivative with the recognition of (i) the changes in the
          fair
          value of the hedged asset or liability that are attributable to the hedged
          risk
          or (ii) the earnings effect of the hedged forecasted transaction. For a
          derivative not designated as a hedging instrument, the gain or loss is
          recognized in income in the period of change.
 
 Historically,
          the Company has not entered into derivatives contracts to hedge existing
          risks
          or for speculative purposes.
  F-7
  **ANGIOGENEX,
          INC.**
 **(Formerly
          eClic, Inc.)**
 **(A
          DEVELOPMENT STAGE COMPANY)**
 **NOTES
          TO FINANCIAL STATEMENTS**
 **DECEMBER
          31, 2007**
  At
          December 31, 2007 and 2006 the Company has not engaged in any transactions
          that
          would be considered derivative instruments or hedging activities.
 
 Development
          Stage Activities
 The
          Company is currently and has been a development stage company as defined
          under
          Statements of Financial Accounting Standards (“FAS”) No. 7 since its formation
          on March 31, 1999. It is primarily engaged in the research to develop
          anti-cancer strategies using the field of antiangiogenesis. In 2003, the
          Company
          entered into an agreement to provide certain properties to an unrelated
          outside
          company. The Company recognized $50,000 of royalty revenue under this agreement
          for the year ended December 31, 2007, however the Company did not deem
          this
          revenue sufficient to move the Company from development stage to a fully
          reporting company. See Note 4.
 
 Equipment
 Equipment
          is carried at cost less an allowance for depreciation. Depreciation is
          recorded
          using the straight- line method over an estimated useful life of five years.
          Depreciation expense for the year ended December 31, 2007 and 2006 was
          $620 and
          $27, respectively.
 
 Fair
          Value of Financial Instruments
 The
          Company's financial instruments as defined by SFAS No. 107, "Disclosures
          about
          Fair Value of Financial Instruments," include cash, accounts payable and
          accrued
          expenses and short-term borrowings. All instruments are accounted for on
          a
          historical cost basis, which, due to the short maturity of these financial
          instruments, approximates fair value at December 31, 2007 and 2006.
 
 Going
          Concern
 The
          accompanying financial statements have been prepared assuming that the
          Company
          will continue as a going concern.
 
 As
          shown
          in the accompanying financial statements, the Company has incurred substantial
          net losses since inception. The future of the Company is dependent upon
          additional financing and revenue to fund its research and development activities
          and to support operations. However, there is no assurance that the Company
          will
          be able to obtain additional financing. Furthermore, there is no assurance
          that
          the Food and Drug Administration will grant future approval of the Company’s
          prospective products or that profitable operations can be attained as a
          result
          thereof.
 
 The
          Company anticipates that its principal source of funds for the next year
          will be
          the issuance for cash of additional equity instruments. The financial statements
          do not include any recoverability and classification of recorded assets,
          or the
          amounts and classification of liabilities that might be necessary in the
          event
          the Company cannot continue in existence. Management plans to seek additional
          capital from new equity
 
  F-8
  **ANGIOGENEX,
          INC.**
 **(Formerly
          eClic, Inc.)**
 **(A
          DEVELOPMENT STAGE COMPANY)**
 **NOTES
          TO FINANCIAL STATEMENTS**
 **DECEMBER
          31, 2007**
  securities
          issuances that will provide funds needed to increase liquidity, fund internal
          growth and fully implement its business plan. The Company anticipates that
          its
          minimum cash requirements to continue as a going concern for the next twelve
          months will be at least $70,000.
 
 Research,
          Development and Patent
 Research
          and development costs, including certain costs related to patent applications,
          are charged to operations as incurred.
 
 Stock-based
          Compensation
 At
          the
          end of 2005, the Company adopted Statement of Financial Accounting Standards
          No.
          123(R), “Accounting for Stock-Based Compensation” (“SFAS No. 123(R)”). The prior
          provisions of SFAS No. 123 allow companies to either expense the estimated
          fair
          value of stock options or to apply the intrinsic value method set forth
          in
          Accounting Principles Board Opinion No 25, “Accounting for Stock Issued to
          Employees” (“APB 25”) but disclose the pro-forma effects on net income (loss)
          had the fair market value of the options been expensed. The Company had
          elected
          to apply APB 25 in accounting for its employees’ and directors’ stock options
          prior to the adoption of SFAS No. 123(R).
 
 Provision
          for Taxes
 Income
          taxes are provided based upon the liability method of accounting pursuant
          to
          Statement of Financial Accounting Standards No. 109, “Accounting for Income
          Taxes” (hereinafter “SFAS No. 109”). Under this approach, deferred income taxes
          are recorded to reflect the tax consequences in future years of differences
          between the tax basis of assets and liabilities and their financial reporting
          amounts at each year-end. A valuation allowance is recorded against deferred
          tax
          assets if management does not believe the Company has met the “more likely than
          not” standard imposed by SFAS No. 109 to allow recognition of such an asset.
          The
          Company evaluates tax positions to determine whether the benefits of tax
          positions are more likely than not of being sustained upon audit based
          on the
          technical merits of the tax position. For tax positions that are more likely
          than not of being sustained, the Company recognizes the largest amount
          that is
          greater than 50% likely of being realized upon ultimate settlement in the
          financial statements. For tax positions that are not more likely than not
          of
          being sustained upon audit, the Company does not recognize any portion
          of the
          benefit.
 
 
 
 F-9
  **ANGIOGENEX,
          INC.**
 **(Formerly
          eClic, Inc.)**
 **(A
          DEVELOPMENT STAGE COMPANY)**
 **NOTES
          TO FINANCIAL STATEMENTS**
 **DECEMBER
          31, 2007**
  At
          December 31, 2007, the Company had net deferred tax assets (calculated
          at an
          expected rate of 40%, to include local, state and federal taxes) of
          approximately $1,707,000 principally arising from net operating loss
          carryforwards for income tax purposes and other accumulated temporary
          differences. As management of the Company cannot determine that it is more
          likely than not that the Company will realize the benefit of the net deferred
          tax asset, a valuation allowance equal to the net deferred tax asset has
          been
          established at December 31, 2007. The significant components of the income
          tax
          and deferred tax asset at December 31, 2007 and 2006 were as
          follows:
  December
                      31,
                    2007
                  
                  December
                      31,
                    2006Operating
                      Loss
                  
                  $
                  353,000
                  
                  $
                  301,000Permanent
                      Differences:Nondeductible
                      meals and entertainment
                  
                  
                  1,000
                  
                  
                  2,000Temporary
                      Differences:Stock
                      options issued under a non-qualified plan:
                  
                  
                  —
                  
                  
                  1,000Financing
                      costs
                  
                  
                  61,000
                  
                  
                  15,000Deferred
                      research and development costs:
                  
                  
                  9,000
                  
                  
                  15,000Operating
                      loss after permanent and temporary differences
                  
                  $
                  282,000
                  
                  $
                  268,000Accumulated
                      Net Operating Loss Carryforward
                  
                  $
                  1,906,000
                  
                  $
                  1,573,000Other
                      accumulated temporary differences
                  
                  
                  2,149,000
                  
                  
                  2,085,000Accumulated
                      net operating loss carryforward after all temporary and permanent
                      differences
                  
                  $
                  4,055,000
                  
                  $
                  3,658,000Research
                      and development tax credit
                  
                  $
                  85,000
                  
                  $
                  82,000Deferred
                      tax asset
                  
                  $
                  1,707,000
                  
                  $
                  1,509,000Deferred
                      tax asset valuation allowance
                  
                  
                  (1,707,000
                  )
                  
                  (1,509,000
                  )Net
                      deferred tax asset
                  
                  $
                  —
                  
                  $
                  —
 
 At
          December 31, 2007 the Company has estimated net operating loss carryforwards
          and
          deferred charges of approximately $4,055,000 which expire in the years
          2018
          through 2027. The Company recognized approximately $1,000 of loss from
          issuance
          of common stock options for research and development costs in the year
          ended
          December 31, 2006, which are not currently deductible for tax purposes
          but are
          included in the above
  F-10
  **ANGIOGENEX,
          INC.**
 **(Formerly
          eClic, Inc.)**
 **(A
          DEVELOPMENT STAGE COMPANY)**
 **NOTES
          TO FINANCIAL STATEMENTS**
 **DECEMBER
          31, 2007**
  calculation
          of deferred tax assets. The Company also recognized a research and development
          tax credit that is included in the above calculation of deferred tax assets.
          The
          change is valuation allowance for the year ended December 31, 2007 was
          $198,000.
 
 Use
          of
          Estimates
 The
          preparation of financial statements in conformity with generally accepted
          accounting principles requires management to make estimates and assumptions
          that
          effect the reported amounts of assets and liabilities and disclosure of
          contingent assets and liabilities at the date of the financial statements
          and
          the reported amounts of revenues and expenses during the reported period.
          Actual
          results could differ from those estimates.
 
 Recent
          Accounting Pronouncements
 
 In
          December 2007, the Financial Accounting Standards Board issued FASB Statement
          No. 160, “Noncontrolling Interests in Consolidated Financial Statements, an
          amendment to ARB No. 51” (“FASB 160”).  This standard prescribes the
          accounting by a parent company for minority interests held by other parties
          in a
          subsidiary of the parent company.  FASB 160 is effective for fiscal
          years beginning after December 15, 2008.  We are currently evaluating
          the impact of FASB 160 on our financial position and results of
          operations.
 
 The
          FASB
          recently issued Statement No. 157, “Fair Value Measurements” (“FAS 157”),
          Statement No. 159 “The Fair Value Option for Financial Assets and Financial
          Liabilities - Including an amendment of FASB Statement No. 115” (“FAS 159”),
          Statement No. 141R, “Business Combinations (“FAS 141R”), Statement No. 160,
“Noncontrolling Interest in Consolidated Financial Statements - an amendment
          of
          ARB No. 51” (“FAS 160”) and ratified the consensus reached by the Emerging
          Issues Task Force (“EITF”) on Issue No 07-3, “ Accounting for Advance Payments
          for Goods or Services Received for Future Research and Development Activities”
(“Issue 07-3”).
 
 FAS
          157
          clarifies definition fair value, establishes a framework for measuring
          fair
          value, and expands disclosures of fair value measurements. FAS 157 was
          originally effective January 1, 2008. In February 2008, the FASB issued
          Staff
          Position (“FSP”) 157-2, that deferred the effective date of FAS 157 for one year
          for nonfinancial assets and liabilities recorded at fair value on a
          non-recurring basis. The effect of adoption of FAS 157 and FSP 157-2 on
          the
          Company’s financial position and results of operations is not expected to be
          material.
 
 FAS
          159,
          which is effective January 1, 2008, permits companies to choose to measure
          certain financial assets and financial liabilities at fair value. Unrealized
          gains and losses on items for which the fair value option has been elected
          are
          reported in earnings at each subsequent reporting date. The effect of adoption
          of FAS 159 on the Company’s financial position and results of operations is not
          expected to be material.
  F-11
  **ANGIOGENEX,
          INC.**
 **(Formerly
          eClic, Inc.)**
 **(A
          DEVELOPMENT STAGE COMPANY)**
 **NOTES
          TO FINANCIAL STATEMENTS**
 **DECEMBER
          31, 2007**
 EITF
          Issue 07-03, which is effective January 1, 2008 and is applied prospectively
          for
          new contracts entered into on or after the effective date, addresses
          nonrefundable advance payments for goods and services that will be used
          or
          rendered for future research and development activities. Issue 07-3 will
          require
          these payments to be deferred and capitalized and recognized as an expense
          as
          the related goods are delivered or the related services are preformed.
          The
          effect of adoption of Issue 07-3 on the Company’s financial position and results
          of operations is not expected to be material.
 
 FAS
          141R
          expends the scope of acquisition accounting to all transactions under which
          control of a business is obtained. Among other things, FAS 141R requires
          that
          contingent consideration as well as contingent assets and liabilities be
          recorded at fair value at the acquisition date, that acquired in-process
          research and development be capitalized and recorded as intangible assets
          at the
          acquisition date, and also requires transaction costs and costs to restructure
          the acquired company be expensed. FAS 160 requires, among other things,
          that
          noncontrolling interests be recorded as equity in the consolidated financial
          statements. FAS 141R and FAS 160 are both effective January 1, 2009. The
          effect
          of adoption of FAS 141R and FAS 160 on the Company’s financial position and
          results of operations is not expected to be material.
 
 Reclassification
 Certain
          amounts from prior periods have been reclassified to conform to the current
          period presentation. This reclassification has resulted in no changes to
          the
          Company’s accumulated deficit or net losses presented.
 
 Revenue
          recognition
 Royalties
          will be recognized as revenue when the amounts are contractually earned,
          fixed
          and determinable, and there is substantial probability of collection. The
          Company recognized $50,000 royalty revenue at December 31, 2007.
 
 **NOTE
          3 - AGREEMENT WITH SLOAN-KETTERING INSTITUTE FOR CANCER RESEARCH
          (“SKICR”)**
 
 On
          January 1, 2001, the Company signed a two-year industrial research agreement
          with SKICR to sponsor the research to determine if Id proteins are useful
          targets for antiangiogenic drug design, which may be highly specific for
          the
          inhibition of tumor vasculature thereby blocking the growth and/or metastasis
          of
          a majority of neoplasms with few side effects. The research agreement provided
          that the Company would fund the project on a quarterly basis. The Company
          was
          committed to pay for legal costs in connection with related patent applications
          and protection. The Company paid $308,000 to SKICR in connection with this
          research project.
 
 In
          March
          of 2000, in exchange for $30,000 the Company obtained from SKICR an exclusive
          worldwide right and license in the field of use, including to make, have
          made,
  F-12
  **ANGIOGENEX,
          INC.**
 **(Formerly
          eClic, Inc.)**
 **(A
          DEVELOPMENT STAGE COMPANY)**
 **NOTES
          TO FINANCIAL STATEMENTS**
 **DECEMBER
          31, 2007**
 use,
          lease, commercialize and sell licensed products and to use licensed processes
          derived from
          the
          invention. The agreement provides that an additional $200,000 shall be
          paid to
          SKICR upon the submission to any regulatory authority of the first new
          drug
          application for any licensed product and $500,000 to be paid upon the first
          regulatory authority approval. In addition, agreement also provides for
          royalty
          payments to SKICR ranging from 2.5% - 4% of net sales and 15% of gross
          revenues
          from sub-license fees.
 
 At
          December 31, 2007, the Company has no products for sale that would fall
          under
          the licensing agreement, and no fees, aside from the original license fee,
          has
          been paid or accrued.
  **NOTE
          4 - AGREEMENT WITH BIOCHECK, INC.**
 
 During
          the fiscal year ended March 31, 2004, the Company entered into a development
          and
          marketing agreement with BioCheck Inc. for the development and marketing
          of
          diagnostic, prognostic, or bio-analytical products. Under the agreement,
          the
          Company will receive license fees equal to 9% of the gross revenue of the
          direct
          sale by BioCheck, Inc. of any products and 25% of any sublicensing revenue
          received from BioCheck, Inc. Also under the agreement, on the third anniversary
          of the agreement (December 2006), BioCheck is required to begin paying
          a minimum
          annual royalty payment of $50,000 per year. For the year ended December
          31, 2007
          the Company recognized the annual minimum annual royalty payment. The Company
          and BioCheck have come to an agreement that payment of royalty will be
          satisfied
          with delivery of certain scientific material and antibodies that will be
          used by
          the Company with its ongoing research and development.
  **NOTE
          5 - PREPAID OFFERING COSTS**
 
 During
          the year ended December 31, 2006 the Company paid costs relating to the
          preparation of a registration statement. At December 31, 2006, the Company
          had
          paid, in cash and common stock options, $15,000 for the registration. When
          the
          registration was complete and shares have been issued from it, the Company
          expensed the prepaid costs.
  **NOTE
          6 - RELATED PARTY TRANSACTIONS**
 
 An
          officer of the Company allows the Company to use space in his offices for
          file
          keeping and other business purposes. The Company pays no rent for this
          space.
          This same officer also provides services to the Company in the form of
          bookkeeping and tax preparation, for which the Company is billed. At December
          31, 2007 and 2006 the Company owed the officer’s business $53,793 and $32,706,
          respectively, which is included in accrued expenses - related parties in
          the
          financial statements.
 
  F-13
  **ANGIOGENEX,
          INC.**
 **(Formerly
          eClic, Inc.)**
 **(A
          DEVELOPMENT STAGE COMPANY)**
 **NOTES
          TO FINANCIAL STATEMENTS**
 **DECEMBER
          31, 2007**
  At
          December 31, 2007 the Company owed an officer $95,000 for unpaid salary
          pursuant
          to an agreement to pay $5,000 per month through September 30, 2006. See
          Note
          13.
 
 For
          additional related party transactions, see Notes 8, 9 and 13.
  **NOTE
          7 - OTHER INCOME**
 
 In
          June
          of 2002, the Company entered into a non-exclusive agreement with the research
          division of Kirin Brewery Company, Ltd. of Japan (“Kirin”). According to the
          terms of this agreement, the use of the property is limited to the internal
          research purposes of Kirin. During the fiscal year ended March 31, 2003,
          the
          Company had received a sum of $200,000 from Kirin which was recorded in
          the
          Company’s financial statements as customer deposits. During the year ended March
          31, 2004, the Company renegotiated the agreement and received an additional
          $225,000. In the fiscal year ended March 31, 2004, Kirin completed the
          transaction and the use of the property, and the Company, accordingly,
          recognized $425,000 as other income.
  **NOTE
          8 - NOTES PAYABLE**
 
 On
          September 1, 2005, the Company obtained an unsecured loan in the amount
          of
          $25,000 from a corporate officer. The agreement provides for repayment
          of
          principal and interest accrued at 6% per annum at September 1, 2008. At
          December
          31, 2007 the Company had accrued interest of $3,411.
 
 On
          November 25, 2005, the Company obtained an unsecured loan in the amount
          of
          $1,000 from an unrelated third party. The agreement provides for repayment
          of
          principal and interest accrued at 6% per annum at December 1, 2008. At
          December
          31, 2007 the Company had accrued interest of $126.
 
 On
          November 29, 2005, the Company obtained an unsecured loan in the amount
          of
          $10,000 from a corporate officer. The agreement provides for repayment
          of
          principal and interest accrued at 6% per annum at December 1, 2008. At
          December
          31, 2007, the Company had accrued interest of $1,253.
 
 On
          November 19, 2007, the Company obtained an unsecured loan in the amount
          of
          $10,000 from an unrelated third party. The agreement provides for repayment
          of
          principal and interest accrued at 6% per annum at November 19, 2009. At
          December
          31, 2007 the Company had accrued interest of $69.
  
 F-14
  **ANGIOGENEX,
          INC.**
 **(Formerly
          eClic, Inc.)**
 **(A
          DEVELOPMENT STAGE COMPANY)**
 **NOTES
          TO FINANCIAL STATEMENTS**
 **DECEMBER
          31, 2007**
  **NOTE
          9 - CONVERTIBLE DEBT AND BENEFICIAL CONVERSION**
 
 During
          2007, the Company issued convertible notes to unrelated parties for $85,000.
          According to the terms of the agreement interest began to accrue on the
          outstanding principal 60 days after the date of the note at rate of 6%
          annually.
          Full payment of principal and interest was due June 30, 2007. The notes
          were
          convertible into shares of common stock at rate of $0.35 per share prior
          to
          payment in full of principal balance of a note. On July 5, 2007 the holders
          of
          these notes converted notes payable into 242,859 shares of common stock
          and the
          Company incurred additional costs of conversion of $6,235.
 
 In
          accordance with EITF 00-27, “Application of Issue No. 98-5 to Certain
          Convertible Instruments”, the Company calculated the value of the warrants and
          the beneficial conversion feature of the note and recorded the value as
          a
          finance cost. The beneficial conversion expense was valued and recorded
          at
          $54,429.
 
 In
          March
          2004, the Company issued for cash a nine-month, convertible pay-in-kind
          note
          with a scheduled maturity date of December 2004, in the principal amount
          of
          $875,000. This debt was offered pursuant to Section 4(2) of the Securities
          Act
          of 1933, as amended, and Rule 506 of Regulation D, promulgated under the
          Securities Act. The interest rate on the debt is calculated using the London
          Interbank Offered Rate (1.3% at March 31, 2004). Of the $875,000 financing,
          $75,000 is from the Company's president; $25,000 is from another corporate
          officer; $25,000 is from another officer/founder; and $20,000 from a member
          of
          the company’s scientific advisory board.
 
 In
          October 2006 the aforementioned debt and accrued interest thereon has been
          converted into 7,050,285 shares of common stock.
 
 Detachable
          warrants were also granted to the note holders. The number of warrants
          issued,
          6,391,876, is equal to the number of shares that the note may be converted
          into
          at the date of the note. The warrants were valued using the Black-Scholes
          option
          pricing model with the following assumptions: equity price of $0.25 per
          share;
          strike price of $0.155 per share; 100% volatility; risk-free interest rate
          of
          4%; no dividends to be paid; and a term of 10 years. The calculated value
          of the
          warrants was $0.23 per share.
 
 In
          accordance with EITF 00-27, “Application of Issue No. 98-5 to Certain
          Convertible Instruments,” the Company calculated the value of the warrants and
          the beneficial conversion feature of the note and recorded the values as
          discounts on debt on the balance sheet s .
          As the
          value of the warrants and the beneficial conversion feature were greater
          than
          the debt itself, the amounts were prorated against the debt. The warrants
          were
          therefore valued and recorded at a total of $586,551, and the beneficial
          conversion was valued and recorded at $288,449. The two amounts which total
          $875,000 were amortized (effectively, a decreasing discount to debt) over
          the
          life of the debt which was
  F-15
  **ANGIOGENEX,
          INC.**
 **(Formerly
          eClic, Inc.)**
 **(A
          DEVELOPMENT STAGE COMPANY)**
 **NOTES
          TO FINANCIAL STATEMENTS**
 **DECEMBER
          31, 2007**
  nine
          months. Amortization expenses for the years ended March 31, 2005 and 2004
          were
          $826,389 and $48,611, respectively, as additional interest expense. Since
          the
          debt has converted into shares as of December 31, 2006, the value attributed
          to
          the beneficial conversion aspect has been written off to additional
          paid-in-capital.
  **NOTE
          10 - ACQUISITION OF ECLIC, INC.**
 
 On
          December 30, 2005, the Company cancelled, as part of a plan of merger and
          recapitalization, approximately 10,000,000 shares of eClic’s outstanding common
          stock. This cancellation had the effect of reducing the 11,515,000 shares
          of
          eClic common stock issued and outstanding immediately prior to the merger
          to
          1,500,000 shares outstanding after the merger. After the aforementioned
          cancellation of shares the Company cancelled the outstanding shares of
          AngioGenex, Inc. and issued 11,187,000 new shares of common stock to
          AngioGenex‘s shareholders of record in compliance with a transaction pursuant to
          Rule 12g-3 of the Securities and Exchange Commission. For accounting purposes,
          the acquisition has been treated as a recapitalization of AngioGenex, with
          AngiogGenex as the acquirer (reverse acquisition). The 1,500,000 outstanding
          shares of eClic that were not canceled in the merger were accounted for
          as the
          cost of the acquisition. The historical financial statements prior to December
          30, 2005 are those of AngioGenex, while the legal structure of eClic, Inc.
          remains in place. eCLic, Inc. had no assets or liabilities at the time
          of the
          acquisition.
  **NOTE
          11 - CAPITAL STOCK**
 
 Common
          Stock
 
 The
          Company is authorized to issue 70,000,000 shares of $0.001 par value common
          stock.
 
 In
          2006
          the Company began a private placement of securities. The terms of the placement
          provide for the sale to accredited investors of up to 5,000,000 units for
          the
          price of $1.00 per unit. Each unit consists of two shares of common stock
          and
          one common stock purchase warrant. Each warrant will allow the holder to
          purchase an additional share of commons stock for $1.00. As of the date
          of this
          financial statement the minimum number of units (2,500,000) contemplated
          for
          this placement has not been achieved.
 
 During
          the year ended December 31, 2007, the Company sold in private placement
          169,262
          shares of common stock at $0.50 per share for $66,360 in cash, net of expenses
          of $18,271. The Company also sold 47,000 units for consisting of 2 shares
          of
          common stock and 1 warrant to purchase common stock, for $37,190, net of
          expenses of $12,210. The warrants allow the stockholder to purchase 1 share
          of
          common stock for $1.00 per share for the next five years.
  F-16
  **ANGIOGENEX,
          INC.**
 **(Formerly
          eClic, Inc.)**
 **(A
          DEVELOPMENT STAGE COMPANY)**
 **NOTES
          TO FINANCIAL STATEMENTS**
 **DECEMBER
          31, 2007**
 
  The
          assumptions used to value the warrants issued during the year are as follows:
          risk-free rate of 4.5%; no dividends to be paid; expected life of warrants
          is 5
          years; and volatility of 100%. The value ascribed to the warrants attached
          to
          the issuances was $16,771.
 
 The
          Company issued 242,859 shares of common stock in exchange for convertible
          notes
          payable of $85,000 (see Note 9).
 
 The
          Company issued 200,000 shares as a compensation for legal services rendered.
          The
          shares exchanged for these services were valued at $0.45 per share and
          a charge
          of $90,000 is included with professional fees expense.
 
 During
          the year ended December 31, 2006 the Company sold in private placement
          310,000
          shares of common stock at $0.25 per share for $77,500 in cash. The Company
          also
          sold 150,000 units, consisting of 2 shares of common stock and 1 warrant
          to
          purchase common stock, for $100,000 in cash. The warrants allow the stockholder
          to purchase 1 share of common stock for $1 per share for the next three
          years.
          At December 31, 2006, the warrants were unexercised.
 
 The
          Company issued 7,050,285 shares of common stock in exchange for convertible
          notes of $875,000 (see Note 9) and accrued interest of $90,114.
 
 Preferred
          Stock
 
 The
          Company is authorized to issue 5,000,000 shares of $0.001 par value preferred
          stock. The Company has not issued any preferred stock.
  **NOTE
          12 - STOCK OPTIONS AND WARRANTS**
 
 During
          2001, the board of directors and the stockholders of the Company approved
          a
          stock option plan which provides for the granting of options to purchase
          up to
          2,000,000 shares of common stock, pursuant to which officers, directors,
          advisers and consultants are eligible to receive incentive and/or non-statutory
          stock options. The options are exercisable for a period of up to 10 years
          from
          date of grant at an exercise price which is not less than the fair value
          on date
          of grant, except that the exercise period of options granted to a stockholder
          owning more then 10% of the outstanding capital stock may not exceed 5
          years
          with the exercise option price not less then 110% of the fair value of
          the
          common stock at date of grant. The options granted vest between 2 and 5
          years
          and expire in June 2010. At December 31, 2005, the Company has granted
          all
          options permitted under this plan.
  F-17
  **ANGIOGENEX,
          INC.**
 **(Formerly
          eClic, Inc.)**
 **(A
          DEVELOPMENT STAGE COMPANY)**
 **NOTES
          TO FINANCIAL STATEMENTS**
 **DECEMBER
          31, 2007**
 On
          July
          13, 2004, the board of directors and the stockholders of the Company approved
          a
          stock option plan which provides for the granting of options to purchase
          up to
          5,000,000 shares of common stock, pursuant to which officers, directors,
          advisers and consultants are eligible to receive incentive and/or non-statutory
          stock options. The options are exercisable for a period of up to 10 years
          from
          date of grant at an exercise price which is not less than the fair value
          on date
          of grant, except that the exercise period of options granted to a stockholder
          owning more then 10% of the outstanding capital stock may not exceed 5
          years
          with the exercise option price not less then 110% of the fair value of
          the
          common stock at date of grant. The options granted vest between 2 and 5
          years
          and expire in June 2010. At December 31, 2005, the Company has granted
          90,000
          options under this plan.
 
 In
          the
          nine months ended December 31, 2005, the Company granted 195,000 options
          to
          consultants and 510,000 options to officers. In the year ended March 31,
          2005,
          the Company did not grant stock options. The fair value for the nine months
          ended December 31, 2005 and the year ended March 31, 2005 of the vested
          portion
          of the previously granted options equaling $36,952 and $21,614, respectively,
          was expensed during these periods. The unvested portion is valued each
          reporting
          date and is being charged to expense over the vesting period.
 
 Disclosures
          required under SFAS 123 for employee stock options granted as of December
          31,
          2005 using the Black-Scholes option-pricing model prescribed by SFAS 123
          are
          provided below. The assumptions used during the nine months ended December
 31,
          2005,
          are as follows: risk-free interest rate of 4.28%; no dividends to be paid;
          expected life of options is 10 years; and volatility of 100%.
 
 Had
          the
          Company elected to recognize compensation cost based on the fair market
          value of
          the options at the date of the grant as prescribed in SFAS No. 123(R),
          the
          Company’s net loss would have been as presented in the pro forma amounts as
          indicated below:
 
 December
                    31,
                  2007
                
                December
                    31,
                  2006
                
                From
                    April 1999
                  (Inception)
                    to
                  December
                    31, 2007Net
                    lossAs
                    reported
                
                $
                353,234
                
                $
                343,138
                
                $
                4,098,312Pro
                    forma
                
                $
                353,234
                
                $
                343,138
                
                $
                5,395,418
 
 
 F-18
  **ANGIOGENEX,
          INC.**
 **(Formerly
          eClic, Inc.)**
 **(A
          DEVELOPMENT STAGE COMPANY)**
 **NOTES
          TO FINANCIAL STATEMENTS**
 **DECEMBER
          31, 2007**
  Stock
          options activity under the plans is summarized as follows:
 
 Shares
                    Under Options
                
                Weighted
                    Average Exercise PriceOptions
                    at April 1, 2005
                
                
                1,385,000
                
                $
                1.34Options
                    issued (2001 Plan)
                
                
                615,000
                
                
                0.01Options
                    issued (2004 Plan)
                
                
                90,000
                
                
                0.01Options
                    at December 31, 2005
                
                
                2,090,000
                
                $
                0.77Options
                    exercisable at December 31, 2005
                
                
                2,085,000
                
                $
                0.77Weighted
                    average fair value ofoptions
                    granted at December 31, 2005
                
                
                
                
                $
                0.25Options
                    at December 31, 2005
                
                
                2,090,000
                
                $
                0.77Options
                    issued (2004 Plan)
                
                
                —
                
                
                —Options
                    at December 31, 2006
                
                
                2,090,000
                
                $
                0.77
 
 Options
                    exercisable at December 31, 2006
                
                
                2,090,000
                
                $
                0.77Weighted
                    average fair value ofoptions
                    granted at December 31, 2006
                
                
                
                
                $
                0.25
 Options
                    at December 31, 2006
                
                
                2,090,000
                
                $
                0.77Options
                    issued (2004 Plan)
                
                
                —
                
                
                —Options
                    at December 31, 2007
                
                
                2,090,000
                
                $
                0.77
 
 Options
                    exercisable at December 31, 2007
                
                
                2,090,000
                
                $
                0.77Weighted
                    average fair value ofoptions
                    granted at December 31, 2007
                
                
                
                
                $
                0.25
 
  F-19
  **ANGIOGENEX,
          INC.**
 **(Formerly
          eClic, Inc.)**
 **(A
          DEVELOPMENT STAGE COMPANY)**
 **NOTES
          TO FINANCIAL STATEMENTS**
 **DECEMBER
          31, 2007**
 Total
                    compensation costs related to non-vested stock options as of
                    December 31,
                    2006
                
                $
                514Weighted
                    average period of nonvested stock options as of December 31,
                    2007
                
                
                0
                    months
 
 As
          of
          December 31, 2007 4,910,000 options are available for future grant. At
          December
          31, 2007 2,090,000 options outstanding were under plans approved by
          shareholders.
 
 **NOTE
          13 — COMMITMENTS AND CONTINGENCIES**
 
 On
          August
          1, 2001, the Company entered into an agreement with William Garland, PhD.
          In
          exchange for his services as the Company’s vice president and chief operating
          officer, he will receive a salary of $5,000 per month. Additionally, he
          was to
          receive options to purchase 5,000 shares of the Company’s common stock
          exercisable at $3.00 each per month. The Company granted to Mr. Garland
          30,000
          options on August 1, 2001 under this agreement. Subsequently, the Company
          and
          Mr. Garland amended this agreement eliminating the monthly options but
          the
          Company has continued to pay $5,000 plus expense reimbursements and has
          also
          granted to Mr. Garland 440,000 options under the 2001 stock option plan.
          The
          agreement was terminated September 30, 2006.
 
 In
          July
          2006, Comparative Biosciences Inc. (“CompBio”) , a company that AngioGenex hired
          to breed and house a colony of its proprietary “ID-Knockout” mice, sued the
          company in state of court in California claiming approximately $200,000
          in
          unpaid invoices. AngioGenex removed the case to federal court. AngioGenex’s
          response included counter-claims for CompBio’s breaches of contract, as well as
          a number of business torts. The company has included in its accrued expenses
          at
          December 31, 2006 the sum of $38,572 which it maintains is the correct
          amount
          owed to CompBio.
   F-20