U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                  FORM 10-KSB

(Mark One)
[X]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
     OF 1934

     For the fiscal year ended December 31, 2006

[ ]  TRANSITION REPORT UNDER 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.
                  --------------------------------------------
                 (Name of small business issuer in its charter)

           Nevada                                        86-0945116
--------------------------------                      -----------------
(State or other jurisdiction of                        (IRS Employer
incorporation  or  organization)                     Identification No.)

   425 Madison Ave Ste 902 New York NY                   10017
 ------------------------------------------------    -------------
    (Address of principal executive offices)          (zip code)

                               (212) 874 6008
                        ---------------------------
                        (Issuer's telephone number)

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

Title of each class registered: None       Name of each exchange on which
                                           registered:  None

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

                          Common Stock, par value $0.001
                          ------------------------------
                                 (Title of class)

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

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

Check if there is no disclosure of delinquent filings 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. [ ]

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

The issuer's revenues for the fiscal year ended December 31, 2006 were $0.

The approximate aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the last sale price of
$0.50 on April 13, 2007 is $2,475,500.  Shares of common stock held by each
officer and director and by each person or group who owns 5% or more of the
outstanding common stock have been excluded in that such persons or groups may
be deemed affiliates.

As of April 13, 2007, there were 20,347,285 shares of the issuer's $0.001
 par value common stock issued and outstanding.

                   DOCUMENTS INCORPORATED BY REFERENCE

Portions of the issuer's Definitive Proxy Statement to be filed with the
Commission pursuant to Regulation 14A in connection with the registrant's 2006
Annual Meeting of Stockholders, to be filed subsequent to the date hereof, are
incorporated by reference into Parts II and III of this Annual Report. Such
Definitive Proxy Statement will be filed with the Securities and Exchange
Commission not later than 120 days after the conclusion of the issuer's fiscal
year ended December 31, 2006.

Transitional Small Business Disclosure Format (check one)
                                                      Yes [ ] No [X]


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                             TABLE OF CONTENTS

                                                                          PAGE
                                     PART I

    Item 1.  Description of Business........................................4
    Item 2.  Description of Property.......................................42
    Item 3.  Legal Proceedings.............................................42
    Item 4.  Submission of Matters to a Vote of Security Holders...........42

                                     PART II

    Item 5.  Market for Common Equity and Related Stockholder Matters......43
    Item 6.  Management's Discussion and Analysis or Plan of Operation.....44
    Item 7.  Financial Statements..........................................52
    Item 8.  Changes in and Disagreements with Accountants on
                Accounting and Financial Disclosure........................53
    Item 8A. Controls and Procedures.......................................53

                                    PART III

    Item 9.  Directors, Executive Officers, Promoters and Control
                Persons; Compliance with Section 16(a) of the
                Exchange Act...............................................54
    Item 10. Executive Compensation........................................54
    Item 11. Security Ownership of Certain Beneficial Owners and
                Management.................................................54
    Item 12. Certain Relationships and Related Transactions................56
    Item 13. Exhibits......................................................56
    Item 14. Principal Accountant Fees and Services........................56


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               SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

The Private Securities Litigation Reform Act of 1995 provides a "safeharbor"
for forward-looking statements.  This Current Report on Form 10KSB contains
forward-looking statements which reflect the views of the Registrant and its
new members of management with respect to future events and financial
performance.  These forward-looking statements, including statements
regarding the future plans of the Registrant, the development of the products
and technologies owned by the Registrant and its subsidiary, and the market
and need for those products, are subject to certain uncertainties and other
factors that could cause actual results to differ materially from such
statements. Certain of the statements set forth in this report, including
information incorporated by reference, constitute "Forward Looking
Statements." Forward-looking statements include, without limitation, any
statement that may predict, forecast, indicate, or imply future results,
performance or achievements, and may contain the words "estimate," "project,"
"intend," "forecast,"anticipate," "plan," "planning," "expect," "believe,"
"will," "will likely,"should," "could," "would," "may" or words or
expressions of similar meaning. All such forward looking statements involve
risks and uncertainties, including, but not limited to: statements regarding
our research and development programs; proposed marketing and sales; patents
and regulatory approvals; the effect of competition and proprietary rights of
third parties; the need for and availability of additional financing and our
access to capital; the future trading of the common stock of the merged
corporation; the seeking of joint development, licensing or distribution and
collaboration and marketing arrangements with pharmaceutical companies; and
the period of time for which our existing cash will enable us to fund our
operations. In addition to the items described in this report under the
heading "Market Risks," many important factors affect our ability to achieve
our stated objectives and to successfully develop and commercialize any
product candidates, including, among other things, our ability to obtain
substantial additional funds, obtain and maintain all necessary patents or
licenses, to demonstrate the safety and efficacy of product candidates at
each stage of development, to meet applicable regulatory standards and
receive  required regulatory approvals, to meet obligations and
required milestones under agreements, to be capable of manufacturing and
distributing products in commercial quantities at reasonable costs, to
compete successfully against other products and to market products in a
profitable manner. Therefore, prospective investors are cautioned that the
forward-looking statements included in this report may prove to be
inaccurate. In light of the significant uncertainties inherent to the
forward-looking statements included herein, the inclusion of such information
should not be regarded as a representation or warranty by us or any other
person that our objectives and plans will be achieved in any specified time
frame, if at all. Except to the extent required by applicable laws or rules,
we do not undertake any obligation to update any forward-looking statements
or to announce revisions to any of the forward-looking statements.


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                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS

History and Background

DESCRIPTION OF THE REGISTRANT
-----------------------------


AngioGenex is a development stage biopharmaceutical company founded to create
products that are uniquely useful for the treatment, diagnosis and prognosis
of cancer. Our 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 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 (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.

On January 1, 2001, AngioGenex, Inc. signed a two-year industrial research
agreement with Memorial Sloan Kettering Cancer Center ("MSKCC") to sponsor
the research to determine if Id proteins are useful targets for anti-
angiogenic 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 MSKCC in connection
with this research project.  The research yielded valuable proprietary
intellectual property in the form of "know-how" and trade secrets in the ID
field.

In March of 2000, in exchange for $30,000 we obtained from MSKCC an exclusive
worldwide right and license in the field of use, including to make, have
made, 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 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.

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AngioGenex is a development stage company and has incurred significant losses
since inception.  We had an accumulated deficit of approximately $3,745,078
as of December 31, 2006.  These losses have resulted principally from costs
incurred in connection with research and development activities, license fees
and general and administrative expenses.

Overview History and Background
-------------------------------

SCIENTIFIC AND TECHNICAL INFORMATION

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 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 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 oncogenes 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.

THE ANTI-ANGIOGENIC APPROACH. One anticancer approach that has received much
attention in recent years is targeting of 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, acquired drug resistance is
unlikely. In addition, the Company believes 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 proteins have been
demonstrated to play a key role in tumor angiogenesis. The Company is
pursuing strategies to inactivate either the Id genes or Id proteins to
inhibit the growth and metastasis of tumors.


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Figure showing that the loss of Id genes prevents blood vessel formation in
implanted Matrigel plugs. Wild type (left panel) or Id knockout (right
panel)mice were inoculated with a Matrigel plug containing VEGF (a powerful
angiogenesis promoting factor). The plug was removed after 10 days,
sectioned, stained with H&E and the stained section observed at
magnifications of 100x and 400x. Extensive blood vessel formation into the
Matrigel plug is observed in the wild type animals. No blood vessel formation
is observed in the animals lacking the Id1 and Id3 genes.

A NOVEL STRATEGY FOR CANCER THERAPY.  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.  Id 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
function leads to a profound 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:

  o  The Id proteins have been shown to be a key component for tumor
     angiogenesis.
  o  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
  o  Only partial reduction in Id activity causes a significant inhibition
     of tumor angiogenesis.
  o  The mechanism of Id action is well understood-thus allowing high-
     throughput screening and rational design of drug candidates.
  o  Inactivation of Id before or after tumor formation is effective in
     preventing or limiting tumor growth in animal models that the Company
     believes is reasonably predictive of human activity.
  o  Compounds of a known chemical class have been identified that bind
     and inhibit the Id protein in a biochemical and a cell culture screen.

The Company is actively studying their activity for the design of more potent
and efficient Id protein inhibitors.


APPLICATIONS OF THE TECHNOLOGY. There are multiple therapeutic and
prognostic/diagnostic applications of the Company's Id technology platform.

  o  Id-Based Oncology Therapeutics. The discovery and development of one or
more anticancer drugs is the primary corporate goal of AngioGenex. 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


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<PAGE>


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 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. Benezra 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.

  o  Id-based Products for Diagnosis/Prognosis of Cancer. The Company, in
collaboration with BioCheck, Inc. is investigating the Id technology for its
potential for the diagnosis and prognosis of various types of cancers.
Clinical data acquired from the Albert Einstein School of Medicine shows that
the presence or absence of Id2 is highly prognostic for the outcome of
neuroblastoma in children. Measurement of Id2 as a prognostic for
neuroblastoma will be useful in deciding the type of therapeutic intervention
employed to treat this devastating childhood cancer. The neuroblastoma
prognostic, expected to reach the market in 2006, will be the first of
several diagnostic/prognostic products based on Id technology. The
development of a serum test for breast cancer using a standard ELISA format
is the second diagnostic product that is under development. 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.

     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. Recent reports in the scientific literature suggest that
Id  measurements could also be useful in the prognosis of melanoma and


                                      7
<PAGE>


cervical cancer.  As testing for Id proteins progresses in breast cancer
patients, it is likely that other tumors will eventually be made part of the
Company'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 (mAbs) to the Id proteins.

     BioCheck and AGx have developed mAbs for both human and mouse Id1, Id2
and Id3.These antibodies will also be used to identify those tumors in which
Id proteins are expressed that may be amenable to anti-Id therapy. The mAbs
to the Id proteins are being patented by AngioGenex and BioCheck but their
distribution and use is controlled by AngioGenex. 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 Company has had many
requests for these mAbs from academic research investigators whose work could
add significantly to our understanding of the role of the Id genes in
angiogenesis. While the Company welcomes these collaborations, the mAbs are
only being distributed under conditions that reserves to AngioGenex all
rights for research findings of commercial value that emerge as a result of
their use.

  o  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. The Company has
obtained promising results 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 being conducted to confirm and extend these findings and anti-Id
molecules will be used in an attempt to reproduce these results.  An
antisense molecule that is known to block blood vessel formation in one in
vivo model will be tested in the eye models and, if active, additional
investigations will be initiated to identify a chemically related compound
with more desirable properties that could be considered for development as a
therapeutic for ARMD.  It is possible to administer an antisense molecule by
intravitreal injection for therapeutic purposes. This is acceptable medical
practice because of the need to find a treatment that prevents loss of vision
and blindness.  siRNA (small interfering RNA) type molecules that would have
similar application will also be tested in these models.

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<PAGE>

     After selection of a molecule suitable for development as a drug, the
Company will seek a partner in the ocular area who will assume responsibility
for completing the work to market.  All research in the ocular area is
currently being conducted for the Company 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.

  o  Modulation of Id Proteins to Treat Other Non-Oncologic Diseases. The
manipulation of the Id genes and proteins offers multiple therapeutic
opportunities that will be explored through proof-of-concept studies in
suitable animal models with the goal of partnering drugs for use in non-
oncologic indications with large pharmaceutical companies. The goal is to
develop convincing evidence of the therapeutic potential of modulating the Id
proteins by conducting proof of principle preclinical studies. This would
include diseases such as severe arthritis and endometriosis where growth of
blood vessels is part of the underlying pathology. It is not known at this
time whether the pathology observed in these diseases involves the action of
the Id proteins but there are animal models that can be used to test this
hypothesis. The goal is to identify those diseases that are most likely to
respond to anti-angiogenic therapy by testing in the appropriate animal
models whether blood vessel formation can be blocked and whether doing so
causes a reduction in the severity of the disease that occurs in these
animals. Since the animal models closely mimic the human course of these
diseases, the Company's proprietary Id knockout (KO) and Id KO/SCID mice will
provide a convenient way to evaluate the role of Id proteins. If such a
relationship is shown, anti-Id molecules identified in the cancer and ocular
therapeutic programs will be evaluated for their ability to replicate the
therapeutic effect obtained in the presence of the Id proteins for these
other indications.

  o  Therapeutic Angiogenesis. The Company believes that therapies based on
its proprietary Id-platform technology may also be useful to treat medical
conditions in which it is important to increase blood vessel formation at a
particular site in the body as in ischemic cardiovascular disease or wound
healing, large markets that are not served well by current treatments. These
indications would include myocardial infarction and peripheral vascular
disease. During the course of screening for anti-Id drugs, it is possible
that molecules that stimulate the formation of blood vessels will be
identified. A commercial relationship would be sought with companies
interested in drugs with pro-angiogenic properties.

RISK MANAGEMENT STRATEGY. The Company recognizes the risk associated with any
early stage technology and has attempted to minimize this risk by evaluating
the use of the Id technology in multiple product opportunities. The first
priority of the Company is to discover and develop an anti-cancer drug that
acts by preventing the formation of blood vessels (angiogenesis) into tumors
by either by blocking the action of the Id genes or Id proteins. 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 (VEGF). 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.

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The Company has identified both an antisense and a small organic molecule
that inhibit the Id-related process responsible for formation of new blood
vessels. These molecules are being optimized with the goal of selecting one
or more for testing in animals and later in man. Simultaneously, additional
research is being conducted to identify other inhibitors with characteristics
that are superior through a contractual arrangement with Cengent
Therapeutics, Inc (San Diego, Ca.) using a rational computational drug design
approach. Their initial studies have led to the identification of
approximately 350 chemical structures that are being obtained for screening.
This effort has identified two lead molecules suitable for testing in animal
models of cancer. While progress in the identification of an anti-Id molecule
is proceeding with some success, the Company is 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 the Company's 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.

While the discovery and development of one or more drugs to treat cancer is
in progress, the Company is also engaged in other activities that the Company
believes may bring in revenue through the application of the Id technology to
other medical uses.  This revenue will be used to support company operations
and to further the effort to bring an anti-cancer drug to market. This
strategy is aimed at reducing the risk associated with relying primarily on
development of an anti-cancer drug as the first Company product. This
strategy can be summarized and takes several forms. The Company has entered
into an agreement with BioCheck Inc. for the development of
diagnostics/prognostics from which, if the program is successful, the Company
will receive milestone and royalties payments. In addition, the Company is
determining if application of the Id technology has the potential to treat
other non-oncologic but important diseases in which the growth of blood
vessels is part of the underlying pathology.

Experiments are in progress in animal models to identify antisense molecules
that block new blood vessel formation by blocking expression of Id proteins.
Molecules with this property are potentially useful to treat ocular diseases
such as age related macular degeneration and diabetic retinopathy.
Preliminary findings in two, recognized animal models of age related macular
degeneration  indicate that blocking the action of the Id genes prevents the
abnormal growth of blood vessels into the retina. Animal models of
endometriosis and obesity are also being tested to determine if abnormal
blood vessel formation is prevented in the absence of the Id genes. Animal
models of other human diseases will be pursued in the future as resources
allow.

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<PAGE>


The goal is to determine if blocking the formation of blood vessels in these
models results in a reduction of the symptoms that mimic those found in the
same disease in humans.

The Company will not develop these products to market but will use this
information to seek partners with expertise in the particular disease in
which favorable results are obtained and, in return, the Company expects to
receive milestones and royalty payments. It is also possible that research to
discover a small molecule inhibitor of the Id genes or Id proteins will
result in the identification of a compound that stimulates blood vessel
formation. This molecule would be useful to promote wound healing or treat
cardiovascular problems such as coronary artery disease and peripheral
vascular disease where it is important to increase the blood supply to a
particular area. Following the  identification of a molecule with this
property, the Company would seek a partnership with a company specializing in
these diseases.

The revenue generated by the partnering arrangements in the
diagnostic/prognostic area and diseases other than cancer will aid in
supporting all phases of operations of the Company and will increase
financial stability. This will enable the Company to focus internally on the
application of the Id technology to develop orally active anti-cancer drugs.
Using this strategy, the overall risk will be somewhat mitigated by mixing
the higher risk associated with the anti-cancer project with an increased
chance of success in one of a number of non-oncologic projects where risk is
shared with a partner. This also permits the Company to focus undistracted on
the cancer project.


COMPANY CORPORATE PARTNERING STRATEGIES

Partnering Therapeutic Applications. Depending upon the therapeutic area, the
Company strategy is to partner drugs at different stages of development to
major healthcare companies. In oncology, drug candidates will be tested
through pivotal Phase II trials to obtain evidence of safety and efficacy in
man prior to seeking a partner. In non-oncologic indications, a partner will
be sought after a drug has been demonstrated to be potentially useful in
proof-of-concept testing in animal models that mimic  human disease. For
example, the Company strategy is to partner an anti-angiogenic compound that
prevents growth of blood vessels into the eye with a major firm that
specializes in ocular products and to partner a pro-angiogenic molecule with
a major firm that specializes in treating cardiovascular disease or wound
healing. Partnering will reduce the Company's need to finance long-term
clinical trials through the sale of equity and may increase the probability
of success. It offers the potential of obtaining revenue from products in
multiple therapeutic areas in which AngioGenex has limited drug discovery and
development programs. The funding from partnering sources, in indications
that are non-core to AngioGenex, may benefit AngioGenex in additional ways
such as cost sharing/reduction in areas that may be common to all programs,
funding for cancer therapeutic programs from non-equity sources and others.



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PARTNERING DIAGNOSTIC/PROGNOSTIC APPLICATIONS. The Company has contracted
with BioCheck Inc. as its partner in the diagnostic/prognostic area. John
Chen, Ph.D., the founder of BioCheck Inc. ("BioCheck") has a proven record in
the field having created a number of successfully marketed diagnostic kits
including EPT{trademark} (Early Pregnancy Test). 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). The
Company supports the laboratory work at BioCheck by providing assays,
reagents, tumor tissue and blood, as well as serving as consultants to
provide current knowledge and expertise regarding new research findings in
the field of Id proteins.

Currently, BioCheck is developing monoclonal antibodies (mAbs) 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
mAbs are critical to the development of diagnostics and all other research in
the Id area. mAbs have been developed for Id1,  Id2, and Id3 and are being
used for these purposes.


CURRENT RESEARCH FOCUS.

The Company is conducting research essential to the discovery of anti-Id type
molecules suitable for development as anti-cancer drugs, at a number of
contract research organizations and collaborating laboratories. Part of this
effort will involve the screening, using a Company developed assay, of both
large and small libraries of small organic and naturally occurring molecules
for their ability to inhibit the Id proteins. This will be done by one or
more contract research organizations that specialize in this type of work and
either have large libraries of compounds available for testing or will be
based upon libraries purchased or developed by the Company. Rational drug
design will also be employed using the most advanced research technology. For
example, the crystal structure of Id1 has been identified and computational
analysis is being used to determine the site of binding of a known anti-Id
drug with modest inhibitory activity. This is an orally active organic
molecule from a well-known chemical class. Based on these findings, screening
results and other information that has been accrued, the Company has a plan
for the identification of other, more potent anti-Id molecules.

The Company has entered into a contract with Cengent Therapeutics Inc., a
leader in computational chemistry and structure based drug design and
commenced a collaborative effort in June 2004. Their 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 have been identified for testing
in established animal tumor models for their ability to block blood vessel
formation and to inhibit tumor growth. Further refinement of the structure of
an active molecule through iterative testing is part of the process and is
expected to result in the identification of a proprietary "lead" compound
with the desired anti-tumor properties.

                                      12
<PAGE>


The lead compound will be subjected to further testing in animals to obtain
preliminary knowledge of its properties including safety and then it 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 drug (Phase I & II). If the results of both the animal and clinical
studies indicate that the drug has potential as an anti-cancer agent, the
Company 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.

INTELLECTUAL PROPERTY

The Company will prosecute and protect its current patent applications
worldwide and expects to file additional patents based on its own work and
continuing research in the laboratories of Dr. Benezra at MSKCC and BioCheck,
Inc. to the extent such work either falls within existing licenses or becomes
the subject of new licenses. The Company will seek to expand its position in
Id technology through the licensing and acquisition of additional related
technologies.

The Company has license agreements with MSKCC granting worldwide exclusive
license to the following pending patent applications. They include the use of
the Id genes and proteins as therapeutic targets, the Id knockout mouse and
the use of Id measurements to develop a diagnostic and/or prognostic test for
use in cancer.

  o "Methods For Modulating Tumor Growth And Metastasis of  Tumor Cells,"
     United States and PCT applications filed on March 8, 2000

  o "Inhibitor of Differentiation Knockout Mammals and Methods of Use
    Thereof," United States and PCT applications filed on March 8, 2000

In Addition, the collaboration with BioCheck, Inc. has led to a number of
proprietary, joint inventions regarding ID antibodies.  Pursuant to the
agreement between the companies these inventions are being protected by
patent filings, and are subject to the terms of the Development and Marketing
Agreement.  While a number of patent applications are being prepared. To date
the collaboration has led to the filing of the following application covering
antibodies for ID-1:

   * "Novel Monoclonal Antibodies to ID1," United States and PCT applications
filed June 16, 2005.

In addition the company owns exclusively, the rights to other important
"know-how" in the field, including biological and chemical assays, antibodies
and the chemical structures of the Id molecules, which are all necessary for
the successful completion of the medicinal chemistry involved in designing
compounds to inhibit Id activity and stifle angiogenesis.  In sum, the
Company's intellectual property position is comprehensive with proprietary
priority patents pending and "know-how," in the Id field.


                                       13
<PAGE>

AGREEMENTS

AngioGenex has exclusive rights to any novel technology in angiogenesis that
emerged from two research agreements supporting Dr. Benezra's laboratory for
the period from 2000 to 2002. The Company agreed to a license with BioCheck,
Inc. for the development of prognostics and diagnostics. The Company
collaborated with Chiron Corporation to evaluate the ability of an anti-Id
antisense molecule to block angiogenesis. AngioGenex provided a final report
to Chiron that gave Chiron until July 9, 2004 to commence negotiations of a
collaborative development agreement or provide AngioGenex the exclusive
rights to the data (but not the molecule). Chiron informed the Company that
it had elected not to enter such negotiations. The collaboration with Chiron
has been completed and AngioGenex has the exclusive rights to all data
generated during the collaboration. This information will aid the Company in
its efforts to identify an antisense molecule suitable for development as a
drug. The Company has entered into a contract with Cengent Therapeutics Inc.
for the identification and screening of anti-Id molecules. In addition, the
Company utilizes the services of academic institutions and contract
organizations such as Comparative Biosciences, Inc., to conduct routine
animal testing procedures.


MILESTONES

The anticipated timing for achieving key milestones in Company product
development programs is given in the Gantt chart shown on the next page.
Achieving these milestones depends upon successful fundraising. With adequate
funding, the Company anticipates achieving the following:

  o  By early 2006, identify optimized lead anti-Id molecules suitable for
     development for oncology and ocular use.

  o  By mid-2006, achieve a partnership in ocular therapeutics.

  o  By mid-2006, conclude  at  least  one  corporate partnership in a non-
     oncologic, non-ocular therapeutic area

  o  By late 2007, have one or more diagnostic/prognostic products on the
     market

                                [SEE GRAPHIC]


THERE CAN BE NO ASSURANCES THAT EVEN WITH ADEQUATE FUNDING THESE MILESTONES
WILL BE MET.



                                      14
<PAGE>



COMPETITION
-----------

The Company believes 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. Table 4
to our previously filed 8KA and the comments thereto present the competitors'
principal anti-angiogenic drug and biologic candidates currently in clinical
trials.  That table is representative and not all-inclusive.

GOVERNMENT REGULATION
---------------------

The FDA and comparable regulatory agencies in foreign countries, as well as
drag 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).

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:

   o   Preclinical laboratory and animal tests;
   o   Submission of an IND, which must become effective before human
       clinical trials may begin;
   o   Adequate and well-controlled human clinical trials to establish the
       safety and efficacy of the product candidate for its intended use;
   o   Submission to the FDA of an NDA; and
   o   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.

AngioGenex, Inc. then 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.


                                     15
<PAGE>



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.  AngioGenex Inc.'s
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:

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

   o   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.

   o   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.

Management cannot be certain that AngioGenex, Inc. will successfully initiate
or complete Phase I, Phase II, or Phase III testing of AngioGenex's product
candidates within any specific time period, if at all.  Furthermore, 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.



                                       16
<PAGE>



Concurrent with clinical trials and pre-clinical studies, AngioGenex 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.

Under the Prescription Drug User Fee Act ("PDUFA"), submission of an NDA with
clinical data requires payment of a fee.  For fiscal year 2005, that fee is
$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.


                                      17
<PAGE>



In addition, the diagnostic assays and test kits being developed pursuant to
our agreement with BioCheck Inc. require FDA approval or clearance before
they can be marketed.  There are two review procedures by which a product may
receive such approval or clearance. Some products may qualify for clearance
under a premarket notification, or 510(k) procedure, in which the
manufacturer provides to the FDA a premarket notification that it intends to
begin marketing the product, and satisfies the FDA that the product is
substantially equivalent to a legally marketed product, which means that the
product has the same intended use as, is as safe and effective as, and does
not raise different questions of safety and effectiveness than a legally
marketed device. A 510(k) submission for an in vitro diagnostic device
generally must include manufacturing and performance data, and in some cases,
it must include data from human clinical studies. Marketing may commence when
FDA issues a clearance letter.

If a medical device does not qualify for the 510(k) procedure, the FDA must
approve a premarket approval application, or PMA, before marketing can begin.
PMA applications must demonstrate, among other matters, that the medical
device is safe and effective. A PMA application is typically a complex
submission, usually including the results of preclinical and extensive
clinical studies. Before FDA will approve a PMA, the manufacturer must pass
an inspection of its compliance with the requirements of the FDA quality
system regulations.

AngioGenex, Inc. believes that these diagnostic assays will require only
510(k) clearance. Although not as lengthy and costly as a PMA process,
management cannot be sure that the FDA will issue clearance for AngioGenex,
Inc.'s 510(k)notifications for AngioGenex, Inc.'s diagnostic products in a
timely fashion, or at all.  FDA requests for additional studies during the
review period are not uncommon, and can significantly delay clearance.  Even
if we were able to gain clearance of a product for one indication, changes to
the product, its indication, or its labeling would be likely to require
additional clearances.

Satisfaction of the above FDA requirements or requirements of state, local
and foreign regulatory agencies typically takes several years, and the actual
time required may vary substantially based upon the type, complexity and
novelty of the pharmaceutical product or medical device.  Government
regulation may delay or prevent marketing of potential products for a
considerable period of time and impose costly procedures upon AngioGenex
Inc.'s activities.  Management cannot be certain that the FDA or any other
regulatory agency will grant approval for the lead product (or any other
products we may develop, acquire, or in-license) under development on a
timely basis, if at all.  Success in preclinical or early-stage clinical
trials does not assure success in later-stage clinical trials. Data obtained
from preclinical and clinical activities are not always conclusive and may be
susceptible to varying interpretations that could delay, limit or prevent
regulatory approval.  Even if a product receives regulatory approval, the
approval may be significantly limited to specific indications or uses.
Further, even after regulatory approval is obtained, later discovery of
previously unknown problems with a product may result in restrictions on the


                                      18
<PAGE>


product or even complete withdrawal of the product from the market.  Delays
in obtaining, or failures to obtain regulatory approvals would have a
material adverse effect on AngioGenex, Inc.'s business. Any products
manufactured or distributed by us pursuant to the FDA clearances or approvals
are subject to pervasive and continuing regulation by the FDA, including
record-keeping requirements, reporting of adverse experiences with the drug,
submitting other periodic reports, drug sampling and distribution
requirements, notifying the FDA and gaining its approval of certain
manufacturing or labeling changes, complying with certain electronic records
and signature requirements, and complying with the FDA promotion and
advertising requirements.  Drug manufacturers and their subcontractors are
required to register their facilities with the FDA and state agencies and are
subject to periodic unannounced inspections by the FDA and state agencies for
compliance with good manufacturing practices, which impose procedural and
documentation requirements upon AngioGenex, Inc.'s third-party manufacturers.
Failure to comply with these regulations could result, among other things, in
suspension of regulatory approval, recalls, suspension of production or
injunctions, seizures, or civil or criminal sanctions.  Management cannot be
certain that AngioGenex, Inc.'s present or future subcontractors will be able
to comply with these regulations and other FDA regulatory requirements.

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.

AngioGenex, Inc.'s product candidates are also subject to a variety of state
laws and regulations in those states or localities where AngioGenex, Inc.'s
lead product (and any other products we may develop, acquire, or in-license)
are or will be marketed.  Any applicable state or local regulations may
hinder AngioGenex, Inc.'s ability to market AngioGenex Inc.'s lead product
(and any other products we may develop, acquire, or in-license) in those
states or localities.  In addition, 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.

The FDA's policies may change, and additional government regulations may be
enacted which could prevent or delay regulatory approval of AngioGenex,
Inc.'s potential products.  Moreover, increased attention to the containment
of health care costs in the U.S. and in foreign markets could result in new
government regulations that could have a material adverse effect on
AngioGenex Inc.'s business.  Management cannot predict the likelihood, nature
or extent of adverse governmental regulation that might arise from future
legislative or administrative action, either in the U.S. or abroad.



                                       19
<PAGE>


OTHER REGULATORY REQUIREMENTS
-----------------------------

The U.S. Federal Trade Commission and the Office of the Inspector General of
the U.S. Department of Health and Human Services ("HHS") also regulate
certain pharmaceutical marketing practices. Also, reimbursement practices and
HHS coverage of medicine or medical services are important to the success of
procurement and utilization of AngioGenex Inc.'s product candidates, if they
are ever approved for commercial marketing.

AngioGenex, Inc. is also subject to numerous federal, state and local laws
relating to such matters as safe working conditions, manufacturing practices,
environmental protection, fire hazard control, and disposal of hazardous or
potentially hazardous substances.  AngioGenex, Inc. may incur significant
costs to comply with these laws and regulations now or in the future.
Management cannot assure you that any portion of the regulatory framework
under which we currently operate will not change and that such change will
not have a material adverse effect on AngioGenex, Inc.'s current and
anticipated operations.


DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS PRINCIPAL MEMBERS OF THE ANGIOGENEX, INC.
TEAM


The AngioGenex team consists of leading scientists in the field of Id genes
and Id proteins, including Dr. Benezra and several other experts who are
members of the Company's Scientific Advisory Board (SAB). It also includes
individuals who are knowledgeable and experienced in the acquisition and
protection of intellectual property and in business development. Other
members are experts regarding the needs and expectations of healthcare
companies and the FDA drug development process. This team gives the Company
strength in key areas needed for the discovery and development of
pharmaceutical products.

<TABLE>
<CAPTION>

KEY MEMBERS OF THE ANGIOGENEX, INC. TEAM

Management    Role           Background
----------    ----           ----------
<S>           <C>            <C>
Richard       CEO/President  Board of Directors Daiichi Asubio Pharmaceutical
Salvador,                    Research Laboratories (US); Consultant to
PhD                          Biopharmaceutical Sector, Senior Scientific Advisor
                             to Axonyx, Inc. and HMGene Inc.; Former VP and
                             International Director of Preclinical Development,
                             Hoffmann La Roche Inc.


                                     20
<PAGE>



William       COO            Principal JAWA Enterprises, a consultancy serving
Garland                      the Pharmaceutical and Biotechnology industry;
PhD                          Board of Directors Lpath, Inc.; SAB member of Tosk
                             Inc., Former VP Scientific Affairs Atairgin
                             Technologies Inc.;
                             Former Executive VP Pharmaceutical Development,
                             Centaur Pharmaceuticals Inc.; Former Senior
                             Director & Head US International Project
                             Management, Hoffmann-La Roche Inc.
Michael       VP Business    Co-founder, former  VP  and Chief Administration
Strage,       Development    Officer, Axonyx Inc.; Former Associate, Hancock,
Esq                          Rothert & Bunschoft Law Firm; Former Attorney,
                             Manhattan District Attorney Office.

George        General &      Of-Counsel for Gibbons, DelDeo, Dolan, Griffinger
Gould,        Patent         and Vecchione; Board of Directors Protein Design
Esq           Counsel        Labs Inc., Tapestry Pharmaceuticals Inc and
                             Supratek Pharma, Inc.; Former Chief Patent Counsel
                             and VP Licensing
                             and Corporate Development, Hoffmann La Roche, Inc.

Marty         Controller     Murray and Josephson, CPA, LLC; Formerly with
Murray,                      Richard Eisner & Company
MBA/CPA


Scientific
Advisory
Board         Role           Background
----------    ----           ----------
Robert        Chairman       Member and Head Molecular Mechanism of
Benezra,      SAB            Differentiation and Mitotic Checkpoint Control
PhD                          Laboratory, MSKCC

Antonio       SAB            Professor Neurology & Institute for Cancer
Iavarone,                    Genetics, Columbia Presbyterian Hospital
MD

Neil Rosen,   SAB            Member MSKCC; Professor Cell Biology & Medicine,
PhD, MD                      Weil Medical College, Cornell University

Patricia      SAB            Professor of Ophthalmology (Pathology), Schepens
D'Amore,                     Eye Research Institute (Harvard)
PhD

Shahin        SAB            Professor of Geriatric Medicine, Weill Medical
Rafii, MD                    College, Cornell University

Glenn         SAB            Practicing  Ophthalmologist;  Clinical  Professor
Stoller, MD                  Ophthalmology  at  Presbyterian  Hospital, Weill
                             Medical Center, Cornell University


                                       21
<PAGE>


John Chen,    SAB            Founder,  CEO  &  Chairman of BioCheck, Inc.;
PhD                          Founder and Director Rapid Diagnostics, Inc.;
                             Founder  Medix BioTech Inc., Founder  Pacific
                             Biotech  Inc; Former Scientist at Sigma Chemical
                             Company, Mallinckrodt Inc. and Beckman
                             Instruments Inc.

</TABLE>

The name, age and business experience of each of AngioGenex, Inc.'s directors
and executive officers as of the date of this report are shown below.

RICHARD A. SALVADOR, PH.D. (AGE 73)
CHIEF EXECUTIVE OFFICER, PRESIDENT AND DIRECTOR

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 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., 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.

WILLIAM A. GARLAND, PH.D. (AGE 60)
VICE PRESIDENT AND CHIEF OPERATING OFFICER.

Dr. Garland joined the Company in  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.).


                                      22
<PAGE>



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.

MICHAEL M. STRAGE (AGE 47)
CHAIRMAN AND VP BUSINESS DEVELOPMENT

Mr. Strage was a co-founder of Axonyx Inc., a publicly traded biotechnology
company (formerly NASD: AXYX) 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.  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 MSKCC. 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.

GEORGE GOULD, ESQ. (AGE 70)
VICE PRESIDENT AND GENERAL COUNSEL, DIRECTOR.

Mr. Gould was the Chief Patent Counsel and Vice President of Licensing and
Corporate Development at Hoffmann-La Roche, Inc. from 1989 to 1996. Since
1989, Mr. Gould has also been a Director of Protein Design Labs, Inc. (NASD:
PDLI), a biotechnology company engaged in the development of humanized
monoclonal antibodies for the prevention and treatment of disease, with a


                                     23
<PAGE>



current market capitalization of $2.4 billion, of  Tapestry Pharmaceuticals,
Inc. (NASD:TAPH -formerly NaPro Biopharmaceuticals, Inc.) an early stage
targeted oncology products company and Supratek Pharma, Inc., a private
formulation development company. Since 1996, Mr. Gould has taught patent law
at Seton Hall University Law School and has been "of-counsel" to the law firm
of Gibbons, DelDeo, Dolan, Griffinger & Vecchione. Mr. Gould has degrees in
Chemistry from Johns Hopkins University and received law degrees from
Columbia University and New York University.

MARTIN F. MURRAY CPA, MBA (AGE 40)
CONTROLLER SECRETARY/TREASURER, CFO, DIRECTOR.

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 agreements or understandings for any of our executive officers
or directors to resign at the request of another person and no officer or
director is acting on behalf of nor will any of them act at the direction of
any other person.

Directors are elected until their successors are duly elected and qualified.

Code of Ethics
--------------

The company has not adopted a Code of Ethics for the Board and the salaried
employees.

Audit and other Committees
--------------------------

We currently do not have standing audit, nominating or compensation
committees. Currently, our entire board of directors is responsible for the
functions that would otherwise be handled by these committees.  We intend,
however, to establish an audit committee and a compensation committee of the
board of directors as soon as practicable. We envision that the audit
committee will be primarily responsible for reviewing the services performed
by our independent auditors, evaluating our accounting policies and our
system of internal controls.  The compensation committee will be primarily
responsible for reviewing and approving our salary and benefits policies
(including stock options) and other compensation of our executive officers.


                                      24
<PAGE>


Our board of directors has not made a determination as to whether any member
of our board is an audit committee financial expert. Upon the establishment
of an audit committee, the board will determine whether any of the directors
qualify as an audit committee financial expert.

DIRECTOR COMPENSATION

We have not paid our directors 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 and
committee meetings.  We do reimburse each director for reasonable travel
expenses related to such director's attendance at board of directors and
committee meetings.

FAMILY RELATIONSHIPS

There are no family relationships among our directors or officers.

FACILITIES
----------

AngioGenex, Inc.'s executive offices are located at: 425 Madison Avenue Suite
902 New York, New York 10017.  The company's research and development
programs including drug screening, animal breeding are performed at contract
research organizations and academic facilities pursuant to contract.

EMPLOYEES
---------

AngioGenex, Inc. has no current employees.  Employee-like services are
provided by Richard Salvador, President and CEO, and by Michael Strage, the
Founder and Vice President of Business Development, and General Counsel.
Both of these individuals will devote over 30 hours a week to AngioGenex,
Inc. and they have additional responsibilities outside of AngioGenex, Inc.
William Garland, VP of Research and Development performs services on a
consulting basis, and is paid $5,000 through September 30, 2006 monthly and
is reimbursed for expenses.  It is anticipated that these individuals will
become full-time employees for AngioGenex, Inc. within the next year.

RISK FACTORS
------------

AngioGenex is a development stage company that has generated no revenues and
a loss of $3,745,078 from March 31, 1999 (inception) to December 31, 2005.
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:

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


                                       25
<PAGE>


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

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

   o 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;

   o respond effectively to competitive pressures; or

   o 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.

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.

ANGIOGENEX MUST OBTAIN GOVERNMENTAL APPROVAL FOR EACH OF ITS PRODUCTS.
----------------------------------------------------------------------

   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.

                                        26
<PAGE>


   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:

  o  difficulty in securing centers to conduct trials;

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

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

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

  o  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;

  o  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

  o  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.

                                        27
<PAGE>


The commencement and completion of clinical trials may be delayed by several
factors, including:

   o  changes to applicable regulatory requirements;
   o  unforeseen safety issues;
   o  determination of dosing issues;
   o  lack of effectiveness in the clinical trials;
   o  slower than expected rates of patient recruitment;
   o  inability to monitor patients adequately during or after
      treatment;
   o  inability or unwillingness of medical investigators to follow
      AngioGenex's clinical protocols;
   o  inability to maintain a supply of the investigational drug in
      sufficient quantities to support the trials; and
   o  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.


THE RESULTS OF ANGIOGENEX'S 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


                                        28
<PAGE>


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.

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

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

   o  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.

   o  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.



                                      29
<PAGE>




   o  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.

   o  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.

   The United States Food, Drug, and Cosmetic Act and FDA regulations  and
policies provide incentives to manufacturers to challenge patent validity or
create modified, noninfringed versions of a drug in order to facilitate the
approval of abbreviated new drug application for generic substitutes. These
same incentives also encourage manufacturers to submit new drug applications,
known as 505(b) (2) applications, that rely on literature and clinical data
not originally obtained by the drug sponsor. In light of these incentives and
especially if AngioGenex's lead product (or other drug candidates in
development or any other products we may acquire or in-license) are
commercially successful, other manufacturers may submit and gain successful
approval for either an abbreviated new drug application or a 505(b)(2)
application that will compete directly with AngioGenex's products. Such
competition will cause a reduction in AngioGenex's revenues.

   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.

AngioGenex does 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, 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,
AngioGenex will compete with many companies that currently have extensive and
well-funded  marketing and sales operations. AngioGenex's marketing and sales
efforts may be  unable to compete successfully against these companies. If
management is unable to establish adequate sales, marketing and distribution
capabilities, whether independently or with third parties, AngioGenex may not
be able to generate product revenue and may not become profitable.



                                     30
<PAGE>




   AngioGenex is dependent on third-party manufacturers, where AngioGenex has
limited control to manufacture products. The manufacturing process of
products in the field and any other therapeutic products management may want
to commercialize is expected to involve a number of steps and requires
compliance with stringent quality control specifications imposed by us and by
the FDA.  Moreover, it is expected that AngioGenex's proposed products may be
manufactured only in a facility that has undergone a satisfactory inspection
and certification by the FDA.

   AngioGenex does 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.

    AngioGenex's inability or reduced capacity to have any products we may
develop or in-license manufactured would prevent AngioGenex from successfully
commercializing its proposed products. AngioGenex's dependence upon third
parties for the manufacture of its proposed products may adversely affect its
profit margins and its 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 AngioGenex's clinical program, and could have
an adverse effect on any potential sales or profits.

     If Medicare and other third-party payors, including managed care
organizations, do not provide adequate reimbursement for AngioGenex's
potential products, if commercialized, the commercial success of AngioGenex's
product candidates could be compromised.

      Reimbursement by a third-party payor may depend on a number of
factors, including a payor's determination that AngioGenex's product
candidates, if commercialized, are: experimental or investigational; not
medically necessary; not appropriate for the specific patient; or not cost-
effective.

      Reimbursement by Medicare may require a review that will be lengthy and
that will be performed under the provisions of a National Coverage Decision
process with payment limits as the Secretary of Health and Human Services, or



                                       31
<PAGE>



HHS, determines appropriate.  We cannot guarantee that the Secretary of HHS
will act to approve any of AngioGenex's products, if commercialized, on a
timely basis, or at all.  In addition, there have been and will most likely
continue to be significant efforts by both federal and state agencies to
reduce costs in government healthcare programs and otherwise implement
government control of healthcare costs.  Any future changes in Medicare
reimbursement that may come about as a result of enactment of healthcare
reform or of deficit-reduction legislation will likely continue the downward
pressure on reimbursement rates.  In addition, emphasis on managed care in
the United States may continue to pressure the pricing of healthcare
services, in certain countries outside the United States, pricing and
profitability of prescription pharmaceuticals are subject to government
control.  Third party payors, including Medicare, are challenging the prices
charged for medical products and services.  In addition, government and other
third-party payors increasingly are limiting both coverage and the level of
reimbursement for many drugs and diagnostic products.  If government and
other third-party payors do not provide adequate coverage and reimbursement
for AngioGenex's products, it may adversely affect the business.  Since
policy-level reimbursement approval is required from each private payor
individually, seeking such approvals is a time-consuming and costly process.
If management is unable to obtain adequate reimbursement approval from
Medicare and private payors for any of AngioGenex's products, or if the
amount reimbursed is inadequate, AngioGenex's ability to generate revenue
will be limited.

    Physicians and patients may not accept and use AngioGenex's potential
drugs. Even if the FDA approves the Company's products, (or any other product
we commercialize), physicians and patients may not accept and use it,
Acceptance and use of the future products, will depend upon a number of
factors including:

   o  perceptions by members of the health care community, including
      physicians, about the safety and effectiveness of AngioGenex's
      drugs and the use of controlled substances;

   o  cost-effectiveness of AngioGenex's drugs or diagnostic products
      relative to competing products;

   o  availability of reimbursement from government or other healthcare
      payors for AngioGenex's products,

   o  effectiveness of marketing and distribution efforts by AngioGenex's
      licensees and distributors, if any.

    Because AngioGenex expects sales of its current product candidates, if
approved, to generate substantially all of its product revenues for the
foreseeable future, the failure of any of these drugs to find market
acceptance would severely harm its business.

   A primary source of revenue, SBIR grant funds from the NIH, may not
continue to be a source of revenue in the future.


                                       32
<PAGE>


    Any claims relating to improper handling, storage or disposal of
biological, hazardous and radioactive materials used in AngioGenex's business
could be costly and delay the research and development efforts, AngioGenex's
research and development activities involve the controlled use of potentially
harmful hazardous materials, including volatile solvents, biological
materials such as blood from patients that has the potential to transmit
disease, chemicals that cause cancer, and various radioactive compounds.
AngioGenex's operations also produce hazardous waste products. AngioGenex
faces the risk of contamination or injury from the use, storage, handling or
disposal of these materials. We are subject to federal, state, and local laws
and regulations governing the use, storage, handling and disposal of these
materials and specified waste products. The cost of compliance with these
laws and regulations could be significant, and current or future
environmental regulations may impair research, development or production
efforts. In the event of contamination or injury, AngioGenex could be subject
to criminal sanctions or fines or held liable for damages, AngioGenex's
operating licenses could be revoked, or AngioGenex could be required to
suspend or modify its operations and its research and development efforts.

   AngioGenex could occasionally becomes subject to commercial disputes that
might harm AngioGenex's business by distracting management from the operation
of the business, by increasing expenses and, if AngioGenex does not prevail,
it is subject to potential monetary damages and other remedies.

   From time to time AngioGenex 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 AngioGenex prevails in these disputes, they may distract
management from operating the business and the cost of defending these
disputes would reduce operating results.

   AngioGenex may be subject to product liability claims.  The development,
manufacture, and sale of pharmaceutical products expose AngioGenex 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, AngioGenex may be unable to secure such insurance
or it may not cover certain potential claims.

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



                                      33
<PAGE>




As a result of AngioGenex's limited operating history, AngioGenex 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.  AngioGenex has
generated only $450.000 in revenues to date, and has 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
AngioGenex's 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.
AngioGenex 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 AngioGenex competes, if the historical
financial data is of limited value in estimating future operating expenses.
AngioGenex's budgeted expense levels are affected based on its expectations
concerning future revenues. However, AngioGenex's 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.  AngioGenex 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.

AngioGenex's operating results may fluctuate as a result of a number of
factors, many of which are outside of AngioGenex's control. For these
reasons, comparing AngioGenex's 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 AngioGenex's future performance.  AngioGenex's 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.  AngioGenex's 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 AngioGenex's operating results.

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

AngioGenex 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 AngioGenex's
financial reporting and adversely impact the business and the ability to
raise additional funds in the future.

                                       34
<PAGE>


Effective internal controls are necessary for AngioGenex to provide reliable
financial reports and effectively prevent fraud, if AngioGenex 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 AngioGenex to raise additional capital in the future.

Acquisitions or in-licensing of drug-development programs could result in
operating difficulties, dilution and other harmful consequences. AngioGenex
may acquire complementary companies, products, or technologies or seek to in-
license certain technologies, but have only limited experience in these types
of transactions. Management has evaluated, and expects to continue to
evaluate, a wide array of potential strategic transactions. From time-to-
time, management may engage in discussions regarding potential acquisitions
or the in-licensing or certain technologies management believes critical to
AngioGenex's business. Any one of these transactions could have
a material effect on AngioGenex's financial condition and operating results.
In addition, the process of integrating an acquired company, business or
technology may create unforeseen operating difficulties and expenditures and
therefore entails significant risk.

Any acquisitions AngioGenex makes may disrupt operations and divert
management's attention from day-to-day operations, which could impair our
relationships with current employees, customers and strategic partners.
AngioGenex may also have to, or choose to, incur debt or issue equity
securities to pay for any future acquisitions. The issuance of equity
securities for an acquisition could be substantially dilutive to the
stockholders.  In addition, AngioGenex's profitability may suffer because of
acquisition-related costs or amortization or impairment costs for acquired
goodwill and other intangible assets.

If AngioGenex loses the services of key management personnel, AngioGenex may
not be able to execute its business strategy effectively.

AngioGenex's 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 AngioGenex's overall management as well as the
development of the technology, the culture and the strategic direction for
AngioGenex.

All of the executive officers and key employees are at-will employees, and
AngioGenex does not maintain any key-person life insurance policies. Any loss
of management or key personnel could materially harm the business.

AngioGenex relies on highly skilled personnel and, if unable to retain or
motivate key personnel or hire additional qualified personnel, AngioGenex may
not be able to grow effectively.


                                      35
<PAGE>



AngioGenex's 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, especially in the Southern California market,
and it is likely that certain competitors will directly target some of
AngioGenex's 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. AngioGenex
competes for qualified individuals with numerous biopharmaceutical companies
and other emerging entrepreneurial companies, as well as universities and
research institutions. Competition for such individuals, particularly in the
Southern California area is intense, and may not be able to successfully
recruit or retain such personnel. Attracting and retaining qualified
personnel will be critical to AngioGenex's success.

AngioGenex may not successfully manage any experienced growth. AngioGenex's
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.

AngioGenex's drug-development programs depend upon third-party researchers
who are outside AngioGenex's control.  AngioGenex depends 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 AngioGenex's employees,
and management cannot control the amount or timing of resources that they
devote to AngioGenex programs.  These investigators may not assign as great a
priority to the programs or pursue them as diligently as AngioGenex would if
it were undertaking such programs.  If outside collaborators fail to devote
sufficient time and resources to AngioGenex's drug-development programs, or
if their performance is substandard, the approval of AngioGenex's 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 AngioGenex's
collaborators assist the competitors at AngioGenex's expense, any competitive
position would be harmed.



                                      36
<PAGE>




If conflicts arise with AngioGenex's collaborators, they may act in their
self-interests, which may be adverse to AngioGenex's interests.  Conflicts
may arise in AngioGenex's collaborations due to one or more of the following:

   o  disputes with respect to payments that AngioGenex believe are due
      under a collaboration agreement;
   o  disagreements with respect to ownership of intellectual property
      rights;
   o  unwillingness on the part of a collaborator to keep AngioGenex
      informed regarding the progress of its development and
      commercialization activities, or to permit public disclosure of
      these activities;
   o  delay of a collaborator's development or commercialization efforts with
      respect to drug candidates; or
   o  termination or non-renewal of the collaboration.

   In addition, in AngioGenex's collaborations, AngioGenex may be required to
agree not to conduct independently, or with any third party, any research
that is competitive with the research conducted under AngioGenex's
collaborations. AngioGenex's collaborations may have the effect of limiting
the areas of research that management may pursue, either alone or with
others.  AngioGenex's 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.

   If AngioGenex engages in any acquisition, AngioGenex will incur a variety
of costs and may never realize the anticipated benefits of the acquisition.
AngioGenex may attempt to acquire businesses, technologies, services or
products or in-license technologies that management believes are a strategic
fit with the business.  AngioGenex management has limited experience in
identifying acquisition targets, and successfully completing and integrating
any acquired businesses, technologies, services or products into the current
infrastructure.  The process of integrating any acquired business,
technology, service or product may result in unforeseen operating
difficulties and expenditures and may divert significant management attention
from the ongoing business operations.  As a result, AngioGenex will incur a

variety of costs in connection with an acquisition and may never realize its
anticipated benefits.

   Economic, political, military or other events in the United States or in
other countries could interfere with the success or operations and harm
AngioGenex's business.  The September 11, 2001 terrorist attacks disrupted
commerce throughout the United States and other parts of the world.  The
continued threat of similar attacks throughout the world and the military
action taken by the United States and other nations in Iraq or other
countries may cause significant disruption to commerce throughout the world.
To the extent that such disruptions further slow the global economy,



                                      37
<PAGE>



AngioGenex's business and results of operations could be materially adversely
affected. Management is unable to predict whether the threat of new attacks
or the responses thereto will result in any long-term commercial disruptions
or if such activities or responses will have a long-term material adverse
effect on the business, results of operations or financial condition.

RISKS RELATED TO ANGIOGENEX'S INTELLECTUAL PROPERTY

   AngioGenex's intellectual property rights are valuable, and its inability
to protect them could reduce the value of AngioGenex's products, services and
brand. AngioGenex's patents, trademarks, trade secrets, copyrights and other
intellectual property rights are critically important assets. Events outside
of management's control could jeopardize AngioGenex's 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 AngioGenex's intellectual
property rights is costly and time consuming, and the unauthorized use of
AngioGenex's intellectual property could cause these costs to rise
significantly and materially affect the  operating results.

   While AngioGenex's 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 AngioGenex does 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.
AngioGenex may not have the financial resources to defend its patents,
thereby reducing  AngioGenex's competitive position and its business
prospects. Specific risks associated with the patent process include the
following:

    o  The United States or foreign patent offices may not grant patents of
       meaningful scope based on the applications we have already filed and
       those AngioGenex intends to file.  If AngioGenex's 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.

    o  Some of the issued patents AngioGenex now license may be determined to
       be invalid. If AngioGenex has 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, AngioGenex 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.


                                      38
<PAGE>


    o  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 AngioGenex. 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


ANGIOGENEX'S DRUG CANDIDATES.

  Although AngioGenex tries to avoid infringement, there is the risk that
patented technology owned by another person or entity and/or 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, AngioGenex 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.

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 AngioGenex's
employees, which may cause us to lose any competitive advantage we enjoy from
maintaining these trade secrets.

AngioGenex is, 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 AngioGenex's 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 AngioGenex's 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 AngioGenex
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
AngioGenex or its collaborators could lead to:


                                        39
<PAGE>


   o  payment of damages, potentially treble damages, if AngioGenex is found
      to have willfully infringed a party's patent rights;

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

   o  AngioGenex or its 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 AngioGenex's trade secrets and other proprietary
information and may not adequately protect AngioGenex's intellectual
property.  Because AngioGenex operates in the highly technical field of drug
discovery and development, AngioGenex relies in part on trade secret
protection in order to protect the proprietary technology and processes.
However, trade secrets are difficult to protect. AngioGenex enters 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 AngioGenex.  These
agreements also generally provide that inventions conceived by the party in
the course of rendering services to AngioGenex will be AngioGenex's exclusive
property. However, these agreements may not be honored and may not
effectively assign intellectual property rights to AngioGenex.  Enforcing a
claim that a party illegally obtained and is using AngioGenex's 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 AngioGenex's competitive position.

Penny Stock Regulation Broker-dealer practices in connection with
transactions in "Penny Stocks" are regulated by certain penny stock rules
adopted by the Securities and Exchange Commission. Penny stocks generally are
equity securities with a price of less than $5.00 (other than securities
registered on certain national securities exchanges or quoted on the NASDAQ
system). The penny stock rules require a broker-dealer, prior to a
transaction in a penny stock not otherwise exempt from the rules, to deliver
a standardized risk disclosure document that provides information about penny
stocks and the risk associated with the penny stock market. The broker-dealer
must also provide the customer with current bid and offer quotations for the
penny stock, the compensation of the broker-dealer and its salesperson in the
transaction, and monthly account statements showing the market value of each
penny stock held in the customer's account.  In addition, the penny stock
rules generally require that prior to a transaction in a penny stock; the
broker-dealer must make a written determination that the penny stock is a
suitable investment for the purchaser and receive the purchaser's written
agreement to the transaction.  These disclosure requirements may have the
effect of reducing the level of trading activity in the secondary market for
a stock that becomes subject to the penny stock rules.  When the Registration
Statement becomes effective and the Company's securities become registered,
the stock will likely have a trading price of less than $5.00 per share and
will not be traded on any exchanges.

                                       40
<PAGE>

Therefore, the Company's stock is initially selling at $0.01 per share they
will become subject to the penny stock rules and investors may find it more
difficult to sell their securities, should they desire to do so.

Broker-dealer requirements may affect trading and liquidity. Section 15(g) of
the Securities Exchange Act of 1934, as amended, and Rule 15g-2 promulgated
thereunder by the SEC require broker-dealers dealing in penny stocks to
provide potential investors with a document disclosing the risks of penny
stocks and to obtain a manually signed and dated written receipt of the
document before effecting any transaction in a penny stock for the investor's
account.

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.


PLAN OF OPERATION
------------------

The Company's current plans for its drug development programs are set forth
below.  Their accomplishment is contingent on the Company's ability to raise
sufficient working capital.  AngioGenex is engaged in a capital formation
program to raise the necessary funds through the sale and distribution of
equity and or other methods including the issuance of convertible debt to
individual investors and institutions.  The amount a capital raised will
govern the pace and breadth of the Company's strategic plan.  Management has
developed a number of alternative business plans to accomplish research and
development goals based on the amount of money available.  With a minimum of
$1.5 million in funding the Company will be pursue plan focused on the


                                       41
<PAGE>



optimization of an ID inhibitory compound suitable for testing in humans.
AngioGenex believes that the accomplishment of that milestone will allow the
Company to raise additional funds or obtain a strategic partner to support
the further development of the drug.  If the current capital formation
efforts raise $2.5 million of more, the Company will pursue all of the near
term goals described below, the accomplishment of which will put the Company
in position to raise additional funds and obtain a corporate partner for its
ocular program.


ITEM 2.  DESCRIPTION OF PROPERTY

AGx does not presently own or lease any real property. Our administrative
offices are located in New York, in space given to the company by its CFO.
AGx maintains no laboratories of its own, instead conducting its research and
development activities at contract research organizations and academic
institutes on a fee for services basis

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.  The judge in the case has  scheduled
a non-binding arbitration hearing for May 5, 2006.

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

None.



                                      42

<PAGE>



                                   PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

As of April 17, 2007, we had approximately 214 stockholders of record
(excluding an indeterminable number of stockholders whose shares are held in
street or "nominee" name) of our common stock.  Our common stock is traded on
the NASDAQ OTCBB under the symbol AGGX.OB.  A limited market exists for the
trading of the Company's common stock.  During the year ending December 31,
2006, there has been limited trading activity in the Common Stock, however,
there are no assurances this trading activity will continue in the future for
the Common Stock.

The Company did not repurchase any of its shares during the fiscal year
covered by this report.


EQUITY COMPENSATION PLAN INFORMATION

<TABLE>
                                                               Number of
                                                               Shares
                                                               Remaining
                             Number of          Weighted    Available for
                            Shares to be         Average        Future
                            Issued Upon         Exercise       Issuance
                            Exercise of         Price of     Under Equity
                            Outstanding        Outstanding   Compensation
                           Stock Options      Stock Options*     Plans
                           -------------      -------------- -------------
<S>                           <C>                      <C>       <C>
Equity compensation plans
approved by security
holders                       2,090,000                0.77      4,010,000

Equity compensation plans
not approved by security
holders                               -                   -              -
                           ------------       -------------  -------------
   Total                      2,090,000                0.77      4,010,000
                           ============       =============  =============
</TABLE>

(*) The exercise price presented here reflects grants prior to December 30,
2005. No options were granted after December 31, 2006 for the remainder of
the reporting period.




                                      43

<PAGE>



Dividends

Holders of common stock are entitled to receive such dividends as the board
of directors may from time to time declare out of funds legally  available
for the payment of dividends.  We have not paid any dividends on our common
stock since our inception and do not expect to pay dividends on our common
stock in the foreseeable future.



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

The following discussion and analysis of our financial condition and results
of operations should be read in conjunction with our financial statements and
related notes appearing elsewhere in this filing. In addition to historical
information, this discussion and analysis contains forward-looking statements
that involve risks, uncertainties, and assumptions. Our actual results may
differ materially from those anticipated in these forward-looking statements
as a result of certain factors, including but not limited to those set forth
under "Market Risks" and elsewhere in this filing.

Overview
--------

Revenue
-------

The Company did not generate revenue in the fiscal year ending December 31,
2006.  This lack of revenue is consistent with the Company's early stage
product development efforts and its strategic plan.

Research and Development Expenses
---------------------------------

The Company continued its Research into the role of the Id genes and
proteins, and its identification and development of molecules capable of
inhibiting Id activity and preventing the neo-vascularization that supports
the growth of cancerous tumors and characterizes other diseases including
macular degeneration.  The $64,974 that the company spent went to outside
contract research organizations and to our supervisory personnel.

General and Administrative Expenses
-----------------------------------

In 2006 the Company spent $25,990 for General and Administrative Expenses
including professional fees for book-keepers, auditors, and outside
securities counsel who assisted with various aspects of the merger.
Additional expenses were related to patent counsel fees and costs, including
the maintenance of existing Intellectual Property and the filing of a new
patent covering antibodies to ID 1 that was filed jointly with BioCheck, Inc.

                                      44
<PAGE>



Application of Critical Accounting Policies and 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.

Long-Lived Assets
-----------------

Long-lived assets to be held and used are reviewed for impairment whenever
events or changes in circumstances indicate that their carrying amount may
not be recoverable. The carrying amount is not recoverable if it exceeds the
sum of the undiscounted cash flows expected to result from the use and
eventual disposition of the asset. If the carrying amount is not recoverable,
an impairment loss is recognized for the amount by which the carrying amount
of the asset exceeds its fair value.

Stock-Based Compensation
------------------------

During 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).

Net Operating Losses and Tax Credit Carryforwards
-------------------------------------------------

At December 31, 2006, AGx had federal and state net operating loss
carryforwards of approximately $3.7 million.  The federal net operating loss
carryforwards are available to offset taxable income through 2025 and Nevada
net operating loss carryforwards are available to offset taxable income
through 2015, if not utilized. Under the provisions of Section 382 of the
Internal Revenue Code, substantial changes in AGx's ownership may limit the
amount of net operating loss carryforwards that can be utilized annually in
the future to offset taxable income.  A valuation allowance has been
established to reserve the potential benefits of these carryforwards in AGx's
financial statements to reflect the uncertainty of future taxable income
required to utilize available tax loss carryforwards and other deferred tax
assets.  If a change in AGx's ownership is deemed to have occurred or occurs
in the future, AGx's ability to use its net operating loss carryforwards in
any fiscal year may be significantly limited.

                                     45
<PAGE>


Results of Operations
---------------------

Year Ended December 31, 2006 and nine months ended December 31, 2005

Research and Development Expenses.  Research and development expenses
decreased from $202,171 for the nine months ended December 31, 2005 to
$64,974 for the year ended December 31, 2006.  The decrease was due primarily
to use of contracted services to perform toxicology and other studies to
facilitate the preclinical development of its lead drug candidate.

General and Administrative Expenses.  General and administrative expenses
increased from $11,615 for the nine months ended December 31, 2005 to $25,990
for the year ended December 31, 2006.  The increase was due to a increase in
advertising, investor relations, computer, travel and other expenses.

Interest Expense.  Interest expense increase from $28,557 for the nine months
ended December 31, 2005 to $41,728 for the year ended December 31, 2006.


Liquidity and Capital Resources
-------------------------------

Since AGx's's inception, its operations have been financed through the
private placement of equity and debt securities.  Through December 31, 2006,
AngioGenex had received net proceeds of approximately $2.2 million from the
sale of shares of common stock and from the issuance of convertible
promissory notes. As of December 31, 2006, AngioGenex had cash and cash
equivalents total $4,386.

For the year ended December 31, 2006, we used net cash of $156,250 for
operating activities compared to $84,864 for the nine months ended December
31, 2005. The decrease in net cash used in operating activities was primarily
driven by a decrease in net loss from $1,396,914 to $409,997.  This decrease
in net loss came from a decrease in research, legal, accounting, and other
fees associated with corporate financing efforts.

For the year ended December 31, 2006, net cash used in investing
activities amounted to $0 compared to $1,040 for the nine months ended
December 31, 2005.  This decrease was primarily due to the fewer purchases of
equipment.

Net cash provided from financing activities during the year ended December
31, 2006 totaled $158,000 compared to $36,000 for the nine months ended
December 31, 2005.


                                      46
<PAGE>



We expect our cash requirements to increase significantly in the foreseeable
future as we continue to: (i) increase our research and development, (ii)
seek regulatory approvals, and (iii) develop and commercialize our current
product candidates. As we expand our research and development efforts and
pursue additional product opportunities, we anticipate significant cash
requirements associated with hiring additional personnel, capital
expenditures, and investment in equipment and facilities. The costs of filing
and prosecuting patents to protect our intellectual property will also
increase. The amount and timing of cash requirements will depend on
regulatory and market acceptance of our product candidates, if any, and the
resources we devote to the research, development, regulatory, manufacturing,
and commercialization activities required to support our product candidates.

Until we can generate significant cash from operations, we expect to continue
to fund our operations with existing cash resources generated from the
proceeds of offerings of our equity securities.  In addition, we may finance
future cash needs through the sale of other equity securities, strategic
collaboration agreements, and debt financing. However, we may not be
successful in obtaining collaboration agreements, or in receiving milestone
or royalty payments under those agreements.  In addition, we cannot be sure
that its existing cash and investment resources will be adequate or that
additional financing will be available when needed or that, if available,
financing will be obtained on terms favorable to us or to our stockholders.
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 than we would otherwise choose.  Failure to obtain adequate
financing also may adversely affect our ability to operate as a going
concern. If we raise additional funds from the issuance of equity securities,
substantial dilution to our existing stockholders would likely result. If we
raise additional funds by incurring debt financing, the terms of the debt may
involve significant cash payment obligations as well as covenants and
specific financial ratios that may restrict our ability to operate our
business.

Recent Accounting Pronouncements
--------------------------------

In February, 2007, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 159, "The Fair Value Option for
Financial Assets and Financial Liabilities - Including an amendment of FASB
Statement No. 115" (hereinafter "SFAS No. 159"). This statement permits
entities to choose to measure many financial instruments and certain other
items at fair value. The objective is to improve financial reporting by
providing entities with the opportunity to mitigate volatility in reported
earnings caused by measuring related assets and liabilities differently
without having to apply complex hedge accounting provisions. This Statement
is expected to expand the use of fair value measurement, which is consistent
with the Board's long-term measurement objectives for accounting for
financial instruments. This statement is effective as of the beginning of an


                                       47
<PAGE>


entity's first fiscal year that begins after November 15, 2007, although
earlier adoption is permitted. Management has not determined the effect that
adopting this statement would have on the Company's financial condition or
results of operation.

In September, 2006, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 157, "Fair Value Measurements"
(hereinafter "SFAS No. 157"). This statement defines fair value, establishes
a framework for measuring fair value in generally accepted accounting
principles (GAAP), and expands disclosure about fair value measurements. This
statement applies under other accounting pronouncements that require or
permit fair value measurements. This statement does not require any new fair
value measurements, but for some entities, the application of this statement
may change current practice. The adoption of this statement had no immediate
material effect on the Company's financial condition or results of
operations.

In September, 2006, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 158, "Employers' Accounting for Defined
Benefit Pension and Other Postretirement Plans - an amendment of FASB
Statements No. 87, 88, 106, and 132(R)" (hereinafter "SFAS No. 158"). This
statement requires an employer to recognize the overfunded or underfunded
statues of a defined benefit postretirement plan (other than a multiemployer
plan) as an asset or liability in its statement of financial position and to
recognize changes in that funded status in the year in which the changes
occur through comprehensive income of a business entity or changes in
unrestricted net assets of a not for profit organization. This statement also
requires an employer to measure the funded status of a plan as of the date of
its year end statement of financial position, with limited exceptions. The
Company does not expect the adoption of SFAS 158 to have an immediate
material effect on the Company's financial condition or results of
operations.

In June 2006, the Financial Accounting Standards Board issued FASB
Interpretation No. 48, "Accounting for Uncertainty in Income Taxes - an
interpretation of FASB Statement No. 109" (hereinafter "FIN 48"), which
prescribes a recognition threshold and measurement attribute for the
financial statement recognition and measurement of a tax position taken or
expected to be taken in a tax return.  FIN 48 also provides guidance on de-
recognition, classification, interest and penalties, accounting in interim
periods, disclosure and transition.  FIN 48 is effective for fiscal years
beginning after December 15, 2006.  . The adoption FIN 48 had no immediate
material effect on the Company's financial condition or results of
operations.



                                       48
<PAGE>



In March 2006, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 156, "Accounting for Servicing of
Financial Assets-an amendment of FASB Statement No. 140." This statement
requires an entity to recognize a servicing asset or servicing liability each
time it undertakes an obligation to service a financial asset by entering
into a servicing contract in any of the following situations: a transfer of
the services financial assets that meets the requirements for sale
accounting; a transfer of the services financial assets to a qualifying
special-purpose entity in a guaranteed mortgage securitization in which the
transferor retains all of the resulting securities and classifies them as
either available-for-sale securities or trading securities in accordance with
FASB Statement No. 115; or an acquisition or assumption of an obligation to
service a financial asset that does not relate to financial assets of the
service or its consolidated affiliates.

The statement also requires all separately recognized servicing assets and
servicing liabilities to be initially measured at fair value, if
practicable and permits an entity to choose either the amortization or fair
value method for subsequent measurement of each class of servicing assets and
liabilities. This statement is effective for fiscal years beginning after
September 15, 2006, with early adoption permitted as of the beginning of an
entity's fiscal year. Management believes the adoption of this statement will
have no impact on the Company's financial condition or results of operations.

In February 2006, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 155, "Accounting for Certain Hybrid
Financial Instruments, an amendment of FASB Standards No. 133 and 140"
(hereinafter "SFAS No. 155"). This statement established the accounting for
certain derivatives embedded in other instruments. It simplifies accounting
for certain hybrid financial instruments by permitting fair value
remeasurement for any hybrid instrument that contains an embedded derivative
that otherwise would require bifurcation under SFAS No. 133 as well as
eliminating a restriction on the passive derivative instruments that a
qualifying special-purpose entity ("SPE") may hold under SFAS No. 140. This
statement allows a public entity to irrevocably elect to initially and
subsequently measure a hybrid instrument that would be required to be
separated into a host contract and derivative in its entirety at fair value
(with changes in fair value recognized in earnings) so long as that
instrument is not designated as a hedging instrument pursuant to the
statement. SFAS No. 140 previously prohibited a qualifying special-purpose
entity from holding a derivative financial instrument that pertains to a
beneficial interest other than another derivative financial instrument. This
statement is effective for fiscal years beginning after September 15, 2006,
with early adoption permitted as of the beginning of an entity's fiscal year.

Management believes the adoption of this statement will have no impact on the
Company's financial condition or results of operations.


                                      49
<PAGE>



In May 2005, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 154, "Accounting Changes and Error
Corrections," (hereinafter "SFAS No. 154") which replaces Accounting
Principles Board Opinion No. 20, "Accounting Changes", and SFAS No. 3,
"Reporting Accounting Changes in Interim Financial Statements - An Amendment
of APB Opinion No. 28". SFAS No. 154 provides guidance on accounting for and
reporting changes in accounting principle and error corrections. SFAS No. 154
requires that changes in accounting principle be applied retrospectively to
prior period financial statements and is effective for fiscal years beginning
after December 15, 2005. Management does not expect SFAS No. 154 to have a
material impact on the Company's financial position, results of operations,
or cash flows.

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

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

In November 2004, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 151, "Inventory Costs- an amendment of
ARB No. 43, Chapter 4" (hereinafter "SFAS No. 151").  This statement amends
the guidance in ARB No. 43, Chapter 4, "Inventory Pricing," by clarifying
that abnormal amounts of idle facility expense, freight, handling costs, and
wasted material (spoilage) should be recognized as current-period charges and
by requiring the allocation of fixed production overheads to inventory based
on the normal capacity of the production facilities. This statement is
effective for inventory costs incurred during fiscal years beginning after
June 15, 2005.  Management believes the adoption of this statement will have
no impact on the Company's financial condition or results of operations.

                                      50
<PAGE>

In December 2004, the Financial Accounting Standards Board issued a
revision to Statement of Financial Accounting Standards No. 123 (revised
2004), "Share-Based Payments" (hereinafter "SFAS No. 123 (R)"). This
statement replaces FASB Statement No. 123, "Accounting for Stock-Based
Compensation", and supersedes APB Opinion No. 25, "Accounting for Stock
Issued to Employees". SFAS No. 123 (R) establishes standards for the
accounting for share-based payment transactions in which an entity exchanges
its equity instruments for goods or services. It also addresses transactions
in which an entity incurs liabilities in exchange for goods or services that
are based on the fair value of the entity's equity instruments or that may be
settled by the issuance of those equity instruments. This statement covers a
wide range of share-based compensation arrangements including share options,
restricted share plans, performance-based award, share appreciation rights
and employee share purchase plans.  SFAS No. 123 (R) requires a public entity
to measure the cost of employee services received in exchange for an award of
equity instruments based on the fair value of the award on the grant date
(with limited exceptions).

That cost will be recognized in the entity's financial statements over the
period during which the employee is required to provide services in
exchange for the award. Management had elected to value all non-employee and
director share based payments under SFAS No. 123 prior to the adoption of
SFAS No. 123(R). In 2005, management has adopted SFAS No. 123(R) for all
share based payments previously accounted for under APB No. 25.


Quantitative and Qualitative Disclosures About Market Risk
----------------------------------------------------------

The primary objective of our investment activities is to preserve our capital
for the purpose of funding operations, while at the same time maximizing the
income we receive from our investments without materially increasing risk. To
achieve these objectives, our investment policy allows us to maintain a
portfolio of cash, cash equivalents, and short-term investments in a variety
of securities, including commercial paper and money market funds. Our cash
and investments at December 31, 2006 consisted primarily of cash in bank
accounts.



                                       51

<PAGE>



ITEM 7.  FINANCIAL STATEMENTS


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

<TABLE>
<CAPTION>

TABLE OF CONTENTS

                                                                   PAGE
                                                                   ----
<S>                                                                <C>
Report of Independent Registered Public Accounting Firm            F-1
Balance Sheet                                                      F-2
Statements of Operations                                           F-3
Statement of Stockholders' Deficit                                 F-4
Statements of Cash Flows                                           F-8
Notes to Financial Statements                                      F-9
</TABLE>



                                       52
<PAGE>



Board of Directors
AngioGenex, Inc.
New York, New York


           REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
           -------------------------------------------------------


We have audited the accompanying balance sheets of AngioGenex, Inc., formerly
eClic, Inc. (a Nevada corporation and development stage company) as of December
31, 2006 and December 31, 2005, and the related statements of operations,
stockholders' deficit and cash flows for the periods then ended and for the
period from March 31, 1999 (inception) to December 31, 2006.  These financial
statements are the responsibility of the Company's management.  Our
responsibility is to express an opinion on these financial statements based on
our audits.


We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation.  We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of AngioGenex, Inc. as of December
31, 2006 and December 31, 2005 and the results of its operations, stockholders'
deficit and cash flows for the periods then ended and for the period from March
31, 1999 (inception) to December 31, 2006 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.

As discussed in Note 2 to the financial statements, AngioGenex, Inc. adopted the
provisions of Statement of Financial Accounting Standards No. 123 (revised
2004), "Share-Based Payment," effective January 1, 2006.

/s/ Williams & Webster, P.S.
----------------------------
    Williams & Webster, P.S.
    Certified Public Accountants
    Spokane, Washington
    April 17, 2007

                                      F-1
<PAGE>



ANGIOGENEX, INC.
(Formerly eClic, Inc.)
(A DEVELOPMENT STAGE ENTERPRISE)
BALANCE SHEETS
-------------------------------------------------------------------------------
<TABLE>
<CAPTION>

Balance Sheets
                                                December 31,  December 31,
                                                    2006          2005
                                                ------------  ------------
<S>                                             <C>           <C>
ASSETS
  CURRENT ASSETS
    Cash                                        $     4,386   $     2,636
    Prepaid offering costs                           15,000        66,178
    Prepaid expenses                                    739           229
                                                ------------  ------------
      TOTAL CURRENT ASSETS                           20,125        69,043
                                                ------------  ------------

  PROPERTY AND EQUIPMENT
    Equipment, net of depreciation                    1,810         1,837
                                                ------------  ------------
      TOTAL PROPERTY AND EQUIPMENT                    1,810         1,837

  TOTAL ASSETS                                  $    21,935   $    70,880
                                                ============  ============


LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
  CURRENT LIABILITIES
    Accrued expenses                            $   235,835   $   212,145
    Accrued expenses-related parties                127,706        75,059
    Notes payable                                     1,000         1,000
    Notes payable, related parties                   35,000        35,000
    Accrued interest                                  2,629        52,901
    Convertible loan payable                              -       875,000
                                                ------------  ------------
      TOTAL CURRENT LIABILITIES                     402,170     1,251,105
                                                ------------  ------------

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

  STOCKHOLDERS' DEFICIT
    Preferred 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; 12,687,000
     and 20,347,285 shares issued and
     outstanding, respectively                       20,347        12,687
    Additional paid-in capital                    2,448,888     1,044,985
    Stock options and warrants                      895,608     1,164,043
    Accumulated deficit during
     development stage                           (3,745,078)   (3,401,940)
                                                ------------  ------------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)               (380,235)   (1,180,225)
                                                ------------  ------------
TOTAL LIABILTIES AND STOCKHOLDERS'
EQUITY (DEFICIT)                                $    21,935   $    70,880
                                                ============  ============
</TABLE>

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

                                      F-2

<PAGE>



ANGIOGENEX, INC.
(Formerly eClic, Inc.)
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENTS OF OPERATIONS
-------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Statements of Operations

                                               Nine Months    March 31, 1999
                                Year Ended        Ended       (Inception) to
                               December 31,      March 31,     December 31,
                                  2006             2005            2006
                               ------------   -------------    ---------------
<S>                            <C>            <C>              <C>
REVENUES                       $         -    $          -     $            -
                               ------------   -------------    ---------------

EXPENSES
Research and development            64,974         202,171          1,602,981
Consulting                               -               -            109,666
Licenses and fees                        -          50,000            155,000
Professional fees                  210,446         129,834          1,148,612
General and Administrative          25,990          11,615            220,035
                               ------------   -------------    ---------------
TOTAL OPERATING EXPENSES           301,410         393,620          3,236,294
                               ------------   -------------    ---------------
LOSS FROM OPERATIONS              (301,410)       (393,620)        (3,236,294)

OTHER INCOME (EXPENSES)
Other income                             -          12,180            464,688
Interest income                          -               -              7,236
Finance costs                      (41,728)        (28,557)          (980,708)
                               ------------   -------------    ---------------
TOTAL OTHER INCOME (EXPENSES)      (41,728)        (16,377)          (508,784)
                               ------------   -------------    ---------------

LOSS BEFORE INCOME TAXES          (343,138)       (409,997)        (3,745,078)

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

NET LOSS                       $  (343,138)   $   (409,997)    $   (3,745,078)
                               ============   =============    ===============

NET LOSS PER COMMON SHARE,
BASIC AND DILUTED              $     (0.02)   $      (0.04)
                               ============   =============

WEIGHTED AVERAGE NUMBER
OF COMMON SHARES OUTSTANDING,
BASIC AND DILUTED               14,409,084      11,192,474
                               ============   =============
</TABLE>
  The accompanying notes are an integral part of these financial statements.

                                      F-3
<PAGE>



ANGIOGENEX, INC.
(Formerly eClic, Inc.)
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
-------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Statement of Stockholders' Equity (Deficit)

                                             Stock
                                            Options,
                                            Warrants    Deficit
                Common Stock                  and     Accumulated
             ------------------- Additional Beneficial  During       Total
               Number             Paid-in  Conversion Development Stockholders'
             of Shares   Amount   Capital    Rights      Stage  Equity(Deficit)
             ---------- -------- --------- ---------- ------------ ------------
<S>          <C>        <C>      <C>       <C>        <C>          <C>
Issuance of
founders' common stock
at $0.001 per
share         8,100,000 $  8,100 $    900  $        - $         -  $     9,000

Issuance of common stock
at $0.17 per
share           729,000      729  120,271           -           -      121,000

Net 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)      25,643

Issuance of common stock
at $0.17 per
share           171,000      171   28,829           -           -       29,000

Issuance of common stock
and warrants (net of cash
and noncash expenses of
$146,000) at
$12,500 per
unit            144,000      144  347,856           -           -      348,000

Stock options
Vested                -        -        -      22,845           -       22,845

Net loss for
the year ended
March 31, 2001        -                                  (181,811)    (181,811)
             ---------- -------- --------- ---------- ------------ ------------
Balance,
Mar 31, 2001  9,144,000    9,144  497,856      22,845    (286,168)     243,677

                                     F-4
<PAGE>
ANGIOGENEX, INC.
(Formerly eClic, Inc.)
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
-------------------------------------------------------------------------------
Statement of Stockholders' Equity (Deficit)-  Continued

                                             Stock
                                            Options,
                                            Warrants    Deficit
                Common Stock                  and     Accumulated
             ------------------- Additional Beneficial  During       Total
               Number             Paid-in  Conversion Development Stockholders'
             of Shares   Amount   Capital    Rights      Stage  Equity(Deficit)
             ---------- -------- --------- ---------- ------------ ------------
Issuance of common stock
and warrants (net of cash
and noncash expenses of
$118,000) at
$12,500 per
unit             62,000       62   75,149           -           -       75,211

Stock options
vested                -        -        -      82,875           -       82,875

Net loss for the year ended
March 31, 2002        -                                  (482,903)    (482,903)
             ---------- -------- --------- ---------- ------------ ------------
Balance,
Mar 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           -           -      125,000

Issuance of
common stock
at $0.25 per
share (net of
cash and noncash
expenses
of $14,989)     216,000      216   38,795           -           -       39,011

Stock options
vested                -        -        -      74,280           -       74,280

Net loss for
the year ended
March 31, 2003        -                                  (469,897)    (469,897)
             ---------- -------- --------- ---------- ------------ ------------
Balance,
Mar 31, 2003  9,932,000    9,932  736,290     180,000  (1,238,968)    (312,746)

                                      F-5
<PAGE>

ANGIOGENEX, INC.
(Formerly eClic, Inc.)
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
-------------------------------------------------------------------------------

Statement of Stockholders' Equity (Deficit)-  Continued

                                             Stock
                                            Options,
                                            Warrants    Deficit
                Common Stock                  and     Accumulated
             ------------------- Additional Beneficial  During       Total
               Number             Paid-in  Conversion Development Stockholders'
             of Shares   Amount   Capital    Rights      Stage  Equity(Deficit)
             ---------- -------- --------- ---------- ------------ ------------

Issuance of
common stock
for services
at $0.25 per
share         1,255,000    1,255  312,495           -           -      313,750

Private
placement
costs from
prior year
offering              -        -   (2,300)          -           -       (2,300)

Stock options
vested                -        -        -      35,653           -       35,653

Issuance of
warrants
attached to
convertible
bridge loan           -        -        -     586,551           -      586,551

Beneficial
Conversion
rights of
convertible
bridge loan           -        -        -     288,449                  288,449

Net 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)     553,296


                                        F-6
<PAGE>


ANGIOGENEX, INC.
(Formerly eClic, Inc.)
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
-------------------------------------------------------------------------------
Statement of Stockholders' Equity (Deficit)-  Continued

                                             Stock
                                            Options,
                                            Warrants    Deficit
                Common Stock                  and     Accumulated
             ------------------- Additional Beneficial  During       Total
               Number             Paid-in  Conversion Development Stockholders'
             of Shares   Amount   Capital    Rights      Stage  Equity(Deficit)
             ---------- -------- --------- ---------- ------------ ------------
Stock options
vested                -        -        -      21,614           -       21,614

Net 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           -       14,822

Stock options
vested                -        -        -      36,954           -       36,954

Common stock
issued in
recapitalizatoin
and reverse
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)

Issuance of
common stock
at $0.25
per share      310,000      310     77,190          -           -       77,500

Issuance of
common stock
at $0.33
per share      300,000      300     80,200     19,500                  100,000

Stock options
vested               -        -          -        514           -          514

Shares issued
in connection
to conversion
of notes
payable      7,050,285    7,050  1,246,513  (288,449)           -      965,114

Net 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)
            =========== ======= ========== ========== ============ ============
</TABLE>

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

                                      F-7

<PAGE>



ANGIOGENEX, INC.
(Formerly eClic, Inc.)
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENTS OF CASH FLOWS
-------------------------------------------------------------------------------
<TABLE>
<CAPTION>

Statements of Cash Flows

                                               Nine Months    March 31, 1999
                                Year Ended        Ended       (Inception) to
                               December 31,      March 31,     December 31,
                                  2006             2005            2006
                               ------------   -------------    ---------------
<S>                            <C>            <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                       $  (343,138)   $   (409,997)    $   (3,745,078)
Adjustments to reconcile
 net loss to  net cash used
 by operating  activities:
  Depreciation                          27           1,143              6,039
  Services paid by
   issuance of common stock         19,500               -            455,950
  Services and costs
   paid by issuance
   of common stock options             514          51,776            289,557
  Amortization of warrants and
   beneficial conversion                 -               -            875,000
Increase (decrease) in
 prepaid expenses                     (510)           (229)              (739)
Increase in prepaid offering costs  51,178         (14,822)           (15,000)
(Increase) decrease in receivables       -           3,048                  -
Increase (decrease) in accrued
 expenses-related party             52,647          59,998            129,128
Increase decrease) in accrued
 expenses                           23,690         195,662            234,413
Increase (decrease) in accrued
 interest                           39,842          28,557             92,743
                               ------------   -------------    ---------------
Net cash used in operating
activities                        (156,250)        (84,864)        (1,677,987)
                               ------------   -------------    ---------------

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of equipment                    -          (1,040)            (7,849)
                               ------------   -------------    ---------------
Net cash used in investing
activities                                          (1,040)            (7,849)
                               ------------   -------------    ---------------

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from bridge loan                -               -            875,000
Payment of note payable-related
 party                                   -               -            (25,000)
Payment of notes payable                 -               -            (35,000)
Proceeds from notes payable              -          36,000             96,000
Issuance of stock for cash         158,000               -            779,222
                               ------------   -------------    ---------------
Net cash provided by financing
activities                         158,000          36,000          1,690,222
                               ------------   -------------    ---------------

Net increase (decrease)
in cash                              1,750         (49,904)             4,386

Cash, beginning of period            2,636          52,540                  -
                               ------------   -------------    ---------------

Cash, end of period            $     4,386    $      2,636     $        4,386
                               ============   =============    ===============

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                     $         -    $          -     $      436,450
 Services paid by issuance
  of stock options             $       514    $     36,954     $      274,735
Offering costs paid by
  issuance of options          $         -    $     14,822     $       14,822
</TABLE>


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

                                      F-8

<PAGE>



ANGIOGENEX, INC.
(Formerly eClic, Inc.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2006
-----------------------------------------------------------------------

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. eClicq 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, 2006 has had no 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-9
<PAGE>


ANGIOGENEX, INC.
(Formerly eClic, Inc.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2006
-----------------------------------------------------------------------


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
8,199,000 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.

At December 31, 2006 and 2005 the Company has not engaged in any
transactions that would be considered derivative instruments or hedging
activities.


                                    F-10
<PAGE>


ANGIOGENEX, INC.
(Formerly eClic, Inc.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2006
-----------------------------------------------------------------------

Development Stage Activities
----------------------------
The Company has been in the development stage since
its formation on March 31, 1999.  It is primarily engaged in the
research to develop anti-cancer strategies using the field of
antiangiogenesis.  During the year ended March 31, 2003,
the Company entered into an agreement to provide certain
properties to an unrelated outside company, receiving
payments under the terms of the contract, but that is not
sufficient to move the Company from development stage to
a fully operating 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, 2006 and nine months
ended December 31, 2005 was $858 and $1,143, 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, 2006 and 2005.

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 and has no revenues
from planned operations.  The future of the Company is dependent upon
revenue and additional financing 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 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 will be at least $720,000.



                                   F-11
<PAGE>


ANGIOGENEX, INC.
(Formerly eClic, Inc.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2006
-----------------------------------------------------------------------

Impaired Asset Policy
---------------------
In October 2001, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 144, "Accounting for
the Impairment or Disposal of Long-Lived Assets" (hereinafter "SFAS No.
144").  SFAS No. 144 replaces Statement of Financial Accounting
Standards No. 121, "Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to Be Disposed Of."  This standard
establishes a single accounting model for long-lived assets to be
disposed of by sale, including discontinued operations.  SFAS No. 144
requires that these long-lived assets be measured at the lower of
carrying amount or fair value less cost to sell, whether reported in
continuing operations or discontinued operations.  This statement is
effective beginning for fiscal years after December 15, 2001, with
earlier application encouraged.  The Company adopted SFAS No. 144 which
had no effect on the financial statements of the Company at December
31, 2006 or 2005.

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


                                   F-12
<PAGE>


ANGIOGENEX, INC.
(Formerly eClic, Inc.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2006
-----------------------------------------------------------------------

assets and liabilities and their financial reporting amounts at each
year-end.  A valuation allowance is recorded against deferred tax
assets if management does not believe the Company has met the "more
likely than not" standard imposed by SFAS No. 109 to allow recognition
of such an asset.

At December 31, 2006, the Company had gross deferred tax assets
(calculated at an expected rate of 40%, to include local, state and
federal taxes) of approximately $1,509,600 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 deferred tax asset, a valuation allowance equal
to the deferred tax asset has been established at December 31,
2006.  The significant components of the income tax and deferred tax
asset at December 31, 2006 and 2005 were as follows:

                                  December 31, 2006  December 31,2005
                                  -----------------  ----------------
Operating Loss                    $        301,000   $       394,000
                                  -----------------  ----------------

Permanent Differences:
 Nondeductible meals and
   entertainment                             2,000             2,000
                                  -----------------  ----------------

Temporary Differences:
 Stock options issued under a
  non-qualified plan:                        1,000            37,000
 Financing costs                            15,000                 -
 Deferred research and development
  costs:                                    15,000            92,000
                                  -----------------  ----------------

Operating loss after permanent and
temporary differences             $        268,000   $       263,000
                                  =================  ================

Accumulated Net Operating Loss
  Carryforward                    $      1,573,000   $     1,305,000
Other accumulated temporary
  differences                            2,085,000         2,055,000
                                  -----------------  ----------------

Accumulated net operating loss
  carryforward after all temporary
  and permanent differences       $      3,658,000   $     3,360,000
                                  =================  ================
  Research and development
    tax credit                    $         82,000   $        82,000
                                  =================  ================

Deferred tax asset                $      1,509,000   $     1,426,000
Deferred tax asset valuation
  Allowance                             (1,509,000)       (1,426,000)
                                  -----------------  ----------------
     Net deferred tax asset       $              -   $             -
                                  =================  ================

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.


                                  F-13
<PAGE>


ANGIOGENEX, INC.
(Formerly eClic, Inc.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2006
-----------------------------------------------------------------------

At December 31, 2006 the Company has estimated net operating loss
carryforwards and deferred charges of approximately $3,701,000 which
expire in the years 2018 through 2026. The Company recognized
approximately $1,000 and $129,000 of losses from issuance of common
stock and common stock options for services, and for research and
development costs in the years ended December 31, 2006 and 2005,
respectively, which are not currently deductible for tax purposes but
are included in the above 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 from for the year ended December 31, 2006 was
$136,000.

Recent Accounting Pronouncements
--------------------------------
In February, 2007, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 159, "The Fair Value
Option for Financial Assets and Financial Liabilities - Including an
amendment of FASB Statement No. 115" (hereinafter SFAS No. 159"). This
statement permits entities to choose to measure many financial
instruments and certain other items at fair value. The objective is to
improve financial reporting by providing entities with the opportunity
to mitigate volatility in reported earnings caused by measuring related
assets and liabilities differently without having to apply complex
hedge accounting provisions. This Statement is expected to expand the
use of fair value measurement, which is consistent with the Board's
long-term measurement objectives for accounting for financial
instruments. This statement is effective as of the beginning of an
entity's first fiscal year that begins after November 15, 2007,
although earlier adoption is permitted. Management has not determined
the effect that adopting this statement would have on the Company's
financial condition or results of operation.

In September, 2006, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 158, "Employers'
Accounting for Defined Benefit Pension and Other Postretirement Plans -
an amendment of FASB Statements No. 87,88,106, and 132(R)" (hereinafter
:SFAS No. 158"). This statement requires an employer to recognize the
overfunded or underfunded statues of a defined benefit postretirement
plan (other than a multiemployer plan) as an asset or liability in its
statement of financial position and to recognize changes in that funded
status in the year in which the changes occur through comprehensive
income of a business entity or changes in unrestricted net assets of a
not for profit organization. This statement also requires an employer
to measure the funded status of a plan as of the date of its year end
statement of financial position, with limited exceptions. The adoption
of this statement had no immediate material effect on the Company's
financial condition or results of operations.

In September, 2006, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 157, "Fair Value
Measurements" (hereinafter SFAS No. 157"). This statement defines fair
value, establishes a framework for


                                   F-14
<PAGE>


ANGIOGENEX, INC.
(Formerly eClic, Inc.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2006
-----------------------------------------------------------------------

measuring fair value in generally accepted accounting principles
(GAAP), and expands disclosure about fair value measurements. This
statement applies under other accounting pronouncements that require or
permit fair value measurements. This statement does not require any new
fair value measurements, but for some entities, the application of this
statement may change current practice. The adoption of this statement
had no immediate material effect on the Company's financial condition
or results of operations.

In June 2006, the Financial Accounting Standards Board issued FASB
Interpretation No. 48, "Accounting for Uncertainty in Income Taxes - an
interpretation of FASB Statement No. 109" (hereinafter "FIN 48"), which
prescribes a recognition threshold and measurement attribute for the
financial statement recognition and measurement of a tax position taken
or expected to be taken in a tax return.  FIN 48 also provides guidance
on de-recognition, classification, interest and penalties, accounting
in interim periods, disclosure and transition.  FIN 48 is effective for
fiscal years beginning after December 15, 2006.  The Company does not
expect the adoption of FIN 48 to have a material impact on its
financial reporting, and the Company is currently evaluating  the
impact, if any the adoption of FIN 48 will have on its disclosure
requirements.

In March 2006, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 156, "Accounting for
Servicing of Financial Assets-an amendment of FASB Statement No. 140."
This statement requires an entity to recognize a servicing asset or
servicing liability each time it undertakes an obligation to service a
financial asset by entering into a servicing contract in any of the
following situations: a transfer of the servicer's financial assets
that meets the requirements for sale accounting; a transfer of the
servicer's financial assets to a qualifying special-purpose entity in a
guaranteed mortgage securitization in which the transferor retains all
of the resulting securities and classifies them as either available-
for-sale securities or trading securities in accordance with FASB
Statement No. 115; or an acquisition or assumption of an obligation to
service a financial asset that does not relate to financial assets of
the servicer or its consolidated affiliates.  The statement also
requires all separately recognized servicing assets and servicing
liabilities to be initially measured at fair value, if practicable and
permits an entity to choose either the amortization or fair value
method for subsequent measurement of each class of servicing assets and
liabilities.  This statement is effective for fiscal years beginning
after September 15, 2006, with early adoption permitted as of the
beginning of an entity's fiscal year. Management believes the adoption
of this statement will have no impact on the Company's financial
condition or results of operations.

In February 2006, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 155, "Accounting for
Certain Hybrid Financial Instruments, an amendment of FASB Standards
No. 133 and 140" (hereinafter "SFAS No. 155"). This statement
established the accounting for certain derivatives embedded in other
instruments.  It simplifies accounting for certain hybrid financial
instruments by permitting fair value remeasurement for any hybrid
instrument that contains an embedded


                                   F-15
<PAGE>


ANGIOGENEX, INC.
(Formerly eClic, Inc.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2006
-----------------------------------------------------------------------


derivative that otherwise would require bifurcation under SFAS No. 133
as well as eliminating a restriction on the passive derivative
instruments that a qualifying special-purpose entity ("SPE") may hold
under SFAS No. 140.  This statement allows a public entity to
irrevocably elect to initially and subsequently measure a hybrid
instrument that would be required to be separated into a host contract
and derivative in its entirety at fair value (with changes in fair
value recognized in earnings) so long as that instrument is not
designated as a hedging instrument pursuant to the statement.  SFAS No.
140 previously prohibited a qualifying special-purpose entity from
holding a derivative financial instrument that pertains to a beneficial
interest other than another derivative financial instrument.  This
statement is effective for fiscal years beginning after September 15,
2006, with early adoption permitted as of the beginning of an entity's
fiscal year.  Management believes the adoption of this statement will
have no impact on the Company's financial condition or results of
operations.

In May 2005, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 154, "Accounting Changes  and
Error  Corrections," (hereinafter "SFAS No. 154") which replaces
Accounting  Principles Board Opinion No. 20, "Accounting  Changes", and
SFAS No. 3, "Reporting Accounting Changes in Interim Financial
Statements - An Amendment of APB Opinion No. 28".  SFAS No. 154
provides guidance on accounting for and reporting changes in accounting
principle and error corrections.  SFAS No. 154 requires that changes in
accounting principle be applied retrospectively to prior period
financial statements and is effective for fiscal years beginning after
December 15, 2005.  Management does not expect SFAS No. 154 to have a
material impact on the Company's financial position, results of
operations, or cash flows.

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.

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 through December 31, 2006.

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-16
<PAGE>


ANGIOGENEX, INC.
(Formerly eClic, Inc.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2006
-----------------------------------------------------------------------

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, 2006, 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.

During the nine months ended December 31, 2005, the Company received
from BioCheck Inc. monies for research and development totaling
$12,180. As of December 31, 2006 total amount received under agreement
was $39,688.

NOTE 5 - PREPAID OFFERING COSTS

During the years ended December 31, 2006 and 2005, 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 is
complete and shares have been issued from it, the Company will expense
the prepaid costs. The Company anticipates completing and filing the
registration in the next six months.


                                  F-17
<PAGE>


ANGIOGENEX, INC.
(Formerly eClic, Inc.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2006
-----------------------------------------------------------------------


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, 2006 and 2005 the Company owed
the officer's business $32,706 and $25,059, respectively, which is
included in accrued expenses - related parties in the financial
statements.

At December 31, 2006 and 2005, the Company owed an officer $95,000 and
$50,000, respectively, for unpaid salary pursuant to an agreement to
pay $5,000 per month.  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.

During the year ended March 31, 2005 and the period ended September 30,
2005, the Company also received money through a Small Business
Innovation Research ("SBIR") grant from the National Institutes of
Health and BioCheck, Inc. (see Note 4).  For the the nine months ended
December 31, 2005, the Company received $12,180 in grant money.


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, 2006 the Company had accrued
interest of $1,911.

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


                                   F-18
<PAGE>


ANGIOGENEX, INC.
(Formerly eClic, Inc.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2006
-----------------------------------------------------------------------


and interest accrued at 6% per annum at December 1, 2008.  At December
31, 2006, the Company had accrued interest of $66.

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, 2006, the Company had accrued interest of
$652.

NOTE 9 - CONVERTIBLE DEBT

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
were converted into 7,050,285 shares of common stock.

Detachable warrants were also granted to the note holders.  The number
of warrants issued, 6,391,883, 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 sheets.  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 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 been 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.


                                   F-19
<PAGE>


ANGIOGENEX, INC.
(Formerly eClic, Inc.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2006
-----------------------------------------------------------------------


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 and 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, 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 of common stock 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.

During the nine months ended December 31, 3005, the Company issued
1,500,000 shares in conjunction with the merger with eCLic.  See Note
10.


                                    F-20
<PAGE>


ANGIOGENEX, INC.
(Formerly eClic, Inc.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2006
-----------------------------------------------------------------------


During the year ended March 31, 2004, the Company issued 1,255,000
shares of common stock for services at a price of $0.25 per share, or
$313,750.

From September 2000 through June 2001, the Company sold 51.5 units
yielding net proceeds of $456,000. Each unit consists of 4,000 shares
of common stock and 2,000 warrants to purchase common stock at $6 per
share. At March 31, 2003, the Company had outstanding 103,000 warrants.
Each warrant is exercisable through September 1, 2004. The warrants are
subject to call if the common stock of the Company as quoted on an
established over-the-counter quotation system is equal to or greater
than $10.00 for any consecutive 30 days period. See Note 12.

During the year ended March 31, 2003, the Company sold 216,000 shares
for net proceeds of $44,000. In addition to receiving shares of common
stock, the purchasers of those shares received one warrant for every
two shares purchased granting them the right to purchase one share of
common stock for $0.50 per share, for a total of 108,000 warrants.
These warrants expire in 10 years from issuance.

Effective June 23, 2000, the Company approved a 9 for 1 forward stock
split of its common stock and the additional authorization of shares.
All share amounts in the accompanying financial statements where
appropriate have been retroactively adjusted to reflect the stock
split.

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.


                                     F-21
<PAGE>


ANGIOGENEX, INC.
(Formerly eClic, Inc.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2006
-----------------------------------------------------------------------


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.

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%.


                                     F-22
<PAGE>


ANGIOGENEX, INC.
(Formerly eClic, Inc.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2006
-----------------------------------------------------------------------


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:


                                                           From April
                                                               1999
                        Year Ended    Nine Months Ended   (Inception) to
                       December 31,     December 31,       December 31,
                          2006              2005               2006
---------------------  ------------     ------------     --------------
Net loss
     As reported        $343,138          $409,997          $3,745,078
     Pro forma          $343,138          $535,993          $3,527,936

Stock options activity under the plans is summarized as follows:


                                Shares         Weighted
                                Under          Average
                                Options     Exercise Price
                              ----------   ----------------

Options at April 1, 2005       1,385,000        $1.34
Options issued (2001 Plan)       615,000         0.01
Options issued (2004 Plan)        90,000         0.01
                              ----------   ----------------
Options at December 31, 2005   2,090,000        $0.77
                              ==========   ================

Options exercisable at
    December 31, 2005          2,085,000        $0.77
                              ==========   ================

Weighted average fair value of
   options granted at
   December 31, 2005                            $0.25
                                           ================


Options at December 31, 2005   2,090,000        $0.77
                              ----------   ----------------

Options at December 31, 2006   2,090,000        $0.77
                              ----------   ----------------
Options exercisable at
   December 31, 2006           2,090,000        $0.77
                              ==========   ================

Weighted average fair value of
   options granted at
   December 31, 2006                            $0.25
                                           ================


                                 F-23
<PAGE>


ANGIOGENEX, INC.
(Formerly eClic, Inc.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2006
-----------------------------------------------------------------------

Total compensation costs related to
non-vested stock options as of
December 31, 2005                                $514
                                           ================

Weighted average period of nonvested
stock options as of December 31, 2005          2 months
                                           ================

As of December 31, 2006, 4,910,000 options are available for future
grant.  At December 31, 2006, 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 and  2005 the sum of $38,572 which it
maintains is the correct amount owed to CompBio.

NOTE 14 - SUBSEQUENT EVENTS

Subsequent to the date of these financial statements, the Company
entered into agreements to issue up to $100,000 worth of common stock
at a price of $0.35 per share. The Company has received $80,000 thus
far.


                                      F-24
<PAGE>




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

On February 7, 2006, our Board of Directors voted to replace the
independent accountant that had reported on the financial statements for
eClic, Inc. Moore & Associates.  We retained the accounting firm Williams
and Webster CPA's ("W & W") on February 7, 2006, to make an
examination of the financial statements for the 2004 and 2005
fiscal years.  We authorized W & W to respond fully to any inquiries
from Moore & Associates and to make Moore & Associates work
papers available to W & W.  We did not have any disagreements
with Moore & Associates nor did Moore & Associates prior reports
contain adverse opinions or disclaimers of opinions, nor were
they qualified or modified as to uncertainty, audit scope, or
accounting principles, except that they were modified as to the
Registrant's ability to continue as a going concern . Moore &
Associates did not make any negative report regarding our
internal controls, management or prior financial statements
prior to its dismissal.

ITEM 8A.  CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures
------------------------------------------------
Our management, including the Chief Executive Officer
and the Chief Financial Officer, has conducted an evaluation of
the effectiveness of our disclosure controls and procedures
pursuant to Rule 13a-14 under the Securities Exchange Act
of 1934 as of December 31, 2006. Based on that evaluation,
the Chief Executive Officer and the Chief Financial Officer
concluded that, as of December 31, 2006, our disclosure
controls and procedures were effective in ensuring that
all material information relating to us to be filed in the
annual report has been made known to them in
a timely manner.

Changes in Internal Controls Over Financial Reporting
-----------------------------------------------------

There have been no significant changes in our
internal controls during the fourth quarter ended December 31,
2006 that have materially affected, or that are reasonably
likely to materially affect, our internal controls.

ITEM 8B.  OTHER INFORMATION

None.



                                      53
<PAGE>



                                   PART III

ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT

The information relating to each of our directors and nominees
for director and the information relating to our executive officers
will appear under the captions "Election of Directors - Certain
Information Regarding Directors and Officers" and "Compliance
with Section 16(a) of the Securities and Exchange Act of 1934"
in our definitive proxy statement for the 2006 Annual Meeting
of Stockholders (the "2006 Proxy Statement"), and is
hereby incorporated by reference.

The information required by this Item pursuant to Item
401(e) and 401(f) of Regulation S-B relating to an audit committee
financial expert and identification of the Audit Committee of our
Board of Directors will appear under the heading "Corporate
Governance" in the 2006 Proxy Statement, and is hereby
incorporated by reference.

Information relating to our executive officers is included
in Item 1 of this report under the caption "Executive Officers
of AngioGenex."

We have adopted a written code of ethics that applies to our principal
executive officer, principal financial officer, and principal
accounting officer or controller, and/or persons performing similar
functions. Our code of ethics is being filed with this Annual Report as
an exhibit hereto.

ITEM 10.  EXECUTIVE COMPENSATION

The information relating to compensation of directors and executive
officers will appear under the captions "Executive and Director Compensation -
Compensation of Directors," "Executive and Director Compensation -
Compensation Committee Interlocks and Insider Participation," "Executive
and Director Compensation - Employment Arrangements," "Executive
and Director Compensation - Executive Compensation," and "Compensation
Report of the Board of Directors" in
the 2006 Proxy Statement, and is hereby incorporated by reference.

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

The following table sets forth information on the beneficial
ownership of the Registrant's Class A common stock by executive
officers and directors, as well as stockholders who are known by
us to own beneficially more than 5% of our common stock, as of
April 6, 2007.  Except as listed below, the address of all owners
listed is c/o AngioGenex Inc., 425 Madison Avenue, Ste 902,
New York, NY  10017.


                                      54
<PAGE>



Information with respect to beneficial ownership has been furnished
by each director, officer or beneficial owner of more than 5% 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 and shares issuable upon conversion of
notes payable.  The table below is calculated based upon the
outstanding shares of AngioGenex, Inc.



                                                  Shares
                                               Beneficially    Before
                                                   Owned      Offering
                                                 ---------   ----------
Michael Strage - founder and Chairman of
the Board (1)                                    3,375,639     12.4%
Atypical BioVentures Fund, LLC (2)               3,652,505     13.4%
Granadilla Holdings Ltd.                         4,026,828     14.7%
William Garland - Chief Operating Officer (3)    1,250,000      4.5%
Richard Salvador - Founder and Chief
Executive Officer (4)                            2,165,364      7.9%
George Gould - V.P. and General Counsel (5)        739,142      2.7%
Martin Murray - Secretary and Chief Financial
Officer (6)                                        189,000      0.6%
--------------------------------------------------------------------
All Directors and Officers' as a group           7,719,145     28.3%


(1) Includes shares underlying options, and warrants exercisable into 602,625
    shares of the Company's common stock.
(2) Includes 3,652,505 shares of common stock issuable upon the exercise of
    outstanding warrants.  Does not include any shares underlying any options
    that may be earned by Aurora Capital LLC, an affiliate, in its role as a
    Placement Agent.
(3) Includes 470,000 shares issuable upon the exercise of outstanding options.
(4) Includes 290,000 shares issuable upon the exercise of outstanding options,
    52,000 of which are owned by Mr. Garland's family members and 547,876
    shares issuable upon the exercise of outstanding warrants.
(5) Includes shares underlying options and warrants of 140,000 and 182,625,
    respectively.
(6) Includes 60,000 shares issuable upon the exercise of outstanding options.
(7) The beneficial ownership percentage calculations do not include the number
    of warrants that are to be issued to the Placement Agents and also do not
    include the number of Unit Warrants that will be issued with respect to the
    Offering.  The numbers of Unit Warrants that will be issued are 2,500,000
    and 5,000,000 for the Minimum Offering and Maximum Offering, respectively.
    The numbers of Placement Agents Warrants that will be issued are 750,000
    and 1,500,000 for the Minimum Offering and Maximum Offering, respectively.

From time to time, the number of our shares held in the
"street name" accounts
of various securities dealers for the benefit of
their clients or in centralized
securities depositories may exceed 5% of the total
shares of our common stock
outstanding.

                                      55
<PAGE>



ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information required by this item is incorporated by reference to the
information under the caption "Certain Relationships and Related Transactions"
contained in the 8KA filed on January 9, 2006.

ITEM 13.  EXHIBITS

The following exhibit index shows those exhibits filed with this report and
those incorporated by reference:


21.1  List of Subsidiaries of Registrant

31.1  Section 302 Certification by Chief Executive Officer of AngioGenex, Inc.

31.2  Section 302 Certification by Chief Financial Officer of AngioGenex, Inc.

32    Section 906 Certification by CEO and CFO of AngioGenex, Inc.


ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES

AUDIT FEES

The aggregate fees billed by the Company's auditors for professional services
rendered in connection with the audit of the Company's annual consolidated
financial statements for fiscal 2006 included in the Company's Form 10-KSB for
fiscal 2006 were approximately $34,845.

AUDIT-RELATED FEES

The Company's auditors did not bill any additional fees for assurance and
related services that are reasonably related to the performance of the
audit or review of the Company's financial statements and are not reported
under "Audit Fees" above.

TAX FEES

The aggregate fees billed by the Company's auditors for professional services
for tax compliance, tax advice, and tax planning were $0 for fiscal 2006.

ALL OTHER FEES

The aggregate fees billed by the Company's auditors for all other non-audit
services rendered to  the Company, such as attending meetings and other
miscellaneous financial consulting, in fiscal 2006.



                                      56
<PAGE>



                                   SIGNATURES

In accordance with the requirements of Section 13 on 15(k) of the
Securities Exchange Act of 1934, the registrant caused this report to
be signed on its behalf on April 17, 2007 by the undersigned thereto.

                                            ANGIOGENEX, INC.

                                         /s/ Richard Salvador
                                        -------------------------------
                                        Richard Salvador, President and
                                        Chief Executive Officer

In accordance with the requirements of the Securities Exchange
Act of 1934, the registrant caused this Report to be signed on its behalf
by the undersigned, thereunto duly authorized, on April 17, 2007.

Signature                           Title                          Date
---------                           -----                          ----
/s/ Richard Salvador         President, Chief Executive       April 17, 2007
--------------------         Officer, and Director
    Richard Salvador         (Principal Executive Officer)

/s/ Martin Murray            Secretary and Chief              April 17, 2007
-----------------            Financial Officer and Director
    Martin Murray            (Principal Financial and
                             Accounting Officer)



                                      57
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