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, 2005

[ ]  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, 2005 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
$0.25 on February 15, 2006 is $2,500,000.  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 6, 2006, there were 12,987,000 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, 2005.

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

<PAGE>

                             TABLE OF CONTENTS

                                                                          PAGE
                                     PART I

    Item 1.  Description of Business........................................4
    Item 2.  Description of Property.......................................43
    Item 3.  Legal Proceedings.............................................43
    Item 4.  Submission of Matters to a Vote of Security Holders...........43

                                     PART II

    Item 5.  Market for Common Equity and Related Stockholder Matters......44
    Item 6.  Management's Discussion and Analysis or Plan of Operation.....45
    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
-----------------------------

As disclosed in our 8KA filing of January 9,2006, on December 30, 2005, eClic,
Inc. ("eClic"), a reporting public Nevada company completed the acquisition of
AngioGenex, Inc. ("AGx"), a private New York State company (through a reverse
triangular merger in which eClic Acquisition Corporation ("eClic Sub"), a
wholly owned subsidiary of eClic formed solely for the purpose of facilitating
the merger, merged with and into "AGx" ("the Merger").  AGx was the surviving
corporation in the Merger and, as a result, became a wholly owned subsidiary of
eClic.  Subsequent eClic amended its Articles of Incorporation to change its
name to AngioGenex, Inc. (AGx).The shares of common stock of the Registrant are
not currently listed on any stock exchange.  No shares have traded since the
inception of the Company.  Although eClic acquired AGx as a result of the
Merger, the former stockholders of AGx received a majority of the voting
interest in the combined enterprise as consideration for entering into the
Merger.  Additionally, the Merger resulted in AGx's management and Board of
Directors assuming operational control of eClic.  At the time of the Merger,
eClic fell within the definition of a "shell company" as that term is defined
in Rule 12b-2 under the Securities Exchange Act of 1934. Post merger AGX is
fully operating non-shell company.

For accounting purposes, this Merger is being accounted for in accordance with
guidance set forth for transactions of this type by the Securities and Exchange
Commission, which views mergers of this type to be capital transactions rather
than business combinations.  Therefore, this Merger is being accounted for as
the issuance of common stock by AGx for the net monetary assets of eClic,
accompanied by a recapitalization.

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.

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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.

AngioGenex is a development stage company and has incurred significant losses
since inception.  We had an accumulated deficit of approximately $3,401,940 as
of December 31, 2005.  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.


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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.

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.


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  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 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


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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 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


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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.

     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.


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  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.

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.



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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.

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.


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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.

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.



                                       12


<PAGE>




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.

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.




                                       13


<PAGE>





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.



                                       14


<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.


                                       15
<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.



                                       16


<PAGE>




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. 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.


                                       17


<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.


                                       18


<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

                                       19


<PAGE>



obtained, later discovery of previously unknown problems with a product may
result in restrictions on the 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.

                                       20
<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.



                                       21


<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

                                       22


<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.  Each
such person became an officer and/or director of the Registrant on December 30,
2005 upon the closing of the merger.

RICHARD A. SALVADOR, PH.D. (AGE 72)
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,

                                       23

<PAGE>



Dr. Garland also co-invented a compound, CPI-1189, that demonstrated efficacy
in two Phase II clinical trials, and was a key participant in the successful
negotiation of an $80 million corporate alliance with Arcus, Astra AB's
neuroscience company, and the successful negotiation of a $30 million corporate
alliance with Lundbeck A/S. CPI-1189 is currently in Phase III clinical
development as REN-1654 (Renovis, Inc.).  Dr. Garland was with Hoffmann-La
Roche, Inc. from 1974-1994, most recently as Senior Director and U.S. Head of
International Project Management. During his 20-year tenure at Roche, he
managed groups consisting of as many as 100 scientific and administrative
personnel. Immediately prior to joining AngioGenex, he was Vice President
Scientific Affairs of Atairgin Technologies, Inc. an emerging healthcare
technology company, where he was responsible for all aspects of R&D, quality and
clinical effort associated with the Company's oncology-related diagnostic and
therapeutic efforts. Dr. Garland received a BS in chemistry from the University
of San Francisco and a Ph.D. in medicinal chemistry from the University of
Washington. He has authored or co-authored over 100 scientific publications.

MICHAEL M. STRAGE (AGE 46)
CHAIRMAN AND VP BUSINESS DEVELOPMENT

Mr. Strage was a co-founder of Axonyx Inc., a publicly traded biotechnology
company (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.


                                       24


<PAGE>


GEORGE GOULD, ESQ. (AGE 69)
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 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 42)
CONTROLLER SECRETARY/TREASURER, CFO, DIRECTOR.

Mr. Murray 38 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.

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.

                                       25


<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 monthly and is reimbursed for expenses.  It is anticipated that
these individuals will become full-time employees for AngioGenex, Inc. within
the next year.


                                       26


<PAGE>




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

AngioGenex is a development stage company that has generated no revenues and a
loss of $3,401,940 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;

   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.



                                       27


<PAGE>



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.

   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.

                                       28


<PAGE>




   Clinical trials are expensive, time-consuming and difficult to design and
implement.

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

   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.



                                       29
<PAGE>




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
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.

                                       30


<PAGE>




   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.

   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.

                                       31


<PAGE>




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.

   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.

                                       32


<PAGE>




      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
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.

                                       33


<PAGE>




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

    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.

                                       34


<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.


                                       35


<PAGE>




AngioGenex's audited 2005 financial statements will indicate a going-concern
qualification.  AngioGenex anticipates that the report of its independent
public accountants covering its audited financial statements for the years
ended March 31, 2005 and the nine months ending December 31, 2005 will state
that certain factors, including its net losses and its net cash used in the
operating activities, when compared with net cash position, raise substantial
doubt as to AngioGenex's ability to continue as a going concern.

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.

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.

                                       36


<PAGE>




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.

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.








                                       37


<PAGE>


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.

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.

                                       38

<PAGE>



   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, 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.

                                       39
<PAGE>




    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.

    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.









                                       40


<PAGE>




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:

   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.

                                       41


<PAGE>




The Registrant's common stock could be considered a "penny stock."  The
Registrant's common stock could be considered to be a "penny stock" if it meets
one or more of the definitions in Rules 15g-2 through 15g-6  promulgated under
Section 15(g) of the Securities Exchange Act of 1934, as amended.  These
include but are not limited to the following: (i) the stock trades at  a price
less than $5.00 per share; (ii) it is NOT traded on a "recognized"  national
exchange; (iii) it is NOT quoted on the NASDAQ Stock Market, or even if so, has
a price less than $5.00 per share; or (iv) is issued by a company with net
tangible assets less than $2.0 million, if in business more  than a continuous
three years, or with average revenues of less than $6.0  million for the past
three years. The principal result or effect of being designated a "penny stock"
is that securities broker-dealers cannot recommend the stock but must trade in
it on an unsolicited basis.

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.








                                       42


<PAGE>




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.  Upon completion of this merger 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 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

None. We are currently not aware of any such legal proceedings or claims that
we believe will have a material adverse affect on our business, financial
condition or operating results.

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.

                                       43


<PAGE>




                                   PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

As of March 15, 2006, we had approximately 175 stockholders of record
(excluding an indeterminable number of stockholders whose shares are held in
street or "nominee" name) of our common stock. 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. Our common stock is not presently
traded.

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, the date when the private predecessor entity merged into the Registrant.
No options were granted after December 30, 2005 for the remainder of the
reporting period.






                                       44


<PAGE>


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,
2005.  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 $202,171 that the company spent went to outside contract
research organizations and to our supervisory personnel.

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

In 2005 the Company spent $129,834 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.

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.

                                       45


<PAGE>



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, 2005, AGx had federal and state net operating loss
carryforwards of approximately $3.4 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.






                                       46


<PAGE>



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

Nine Months Ended December 31, 2005 and year ended March 31, 2005

Research and Development Expenses.  Research and development expenses decreased
from $391,268 for the year ended March 31, 2005 to $202,171 for the nine months
ended December 31, 2005.  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
decrease from $58,294 for the year ended March 31, 2005 to $11,615 for the nine
months ended December 31, 2005.  The decrease was due to a decrease in
advertising, investor relations, computer, travel and other expenses.

Interest Expense.  Interest expense decrease from $823,430 for the year ended
March 31, 2005 to $28,557 for the nine months ending December 31, 2005.


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, 2005,
AngioGenex had received net proceeds of approximately $1.5 million from the sale
of shares of common stock and from the issuance of convertible promissory notes.
As of December 31, 2005, AngioGenex had cash and cash equivalents total $2,636.

For the nine months ended December 31, 2005, we used net cash of $84,864 for
operating activities compared to $720,320 for the year ended March 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 nine months ended December 31, 2005, net cash used in investing
activities amounted to $1,040 compared to $2,062 for the year ended March 31,
2005.  This decrease was primarily due to the fewer purchases of equipment.

Net cash provided from financing activities during the nine months ending
December 31, 2005 totaled $36,000 compared to $ 0 for the year ended March 31,
2005.


                                       47

<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 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.

                                       48

<PAGE>


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.

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.


                                       49

<PAGE>




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, 2005 consisted primarily of cash in bank accounts.

                                       51

<PAGE>



ITEM 7.  FINANCIAL STATEMENTS

Board of Directors

AngioGenex, Inc.
New York, NewYork

            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, 2005 and March 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, 2005.  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, 2005 and March 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, 2005 in conformity with
accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern.  As discussed in Note 2 to the
financial statements, the Company has no revenues, limited resources and a
large accumulated deficit. These factors raise substantial doubt about the
Company's ability to continue as a going concern. Management's plans are also
discussed in Note 2.  The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.

Williams & Webster, P.S.
CERTIFIED PUBLIC ACCOUNTANTS
Spokane, Washington
March 27, 2006


                                      52
                                      F-1
<PAGE>



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

Balance Sheets
                                                December 31,    March 31,
                                                   2005           2005
                                                ------------  ------------
<S>                                             <C>           <C>
ASSETS
  CURRENT ASSETS
    Cash                                        $     2,636   $    52,540
    Prepaid expenses                                    229             -
    Prepaid offering costs                           66,178        51,356
    Receivable from officer                               -         3,048
                                                ------------  ------------
      TOTAL CURRENT ASSETS                           69,043       106,944
                                                ------------  ------------

  PROPERTY AND EQUIPMENT
    Equipment, net of depreciation                    1,837         1,940
                                                ------------  ------------
      TOTAL PROPERTY AND EQUIPMENT                    1,837         1,940

  TOTAL ASSETS                                  $    70,880   $   108,884
                                                ============  ============


LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
  CURRENT LIABILITIES
    Accrued expenses                            $   212,145   $    16,483
    Accrued expenses-related parties                 75,059        15,061
    Notes payable                                     1,000             -
    Notes payable, related parties                   35,000             -
    Accrued interest                                 52,901        24,344
    Convertible loan payable                        875,000       875,000
                                                ------------  ------------
      TOTAL CURRENT LIABILITIES                   1,251,105       930,888
                                                ------------  ------------

COMMITMENTS AND CONTINGENCIES                             -             -
                                                ------------  ------------
<PAGE>

  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 11,187,000 shares issued and
     outstanding, respectively                       12,687        11,187
    Additional paid-in capital                    1,044,985     1,046,485
    Stock options, warrants, and
     beneficial conversion rights                 1,164,043     1,112,267
    Accumulated deficit during
     development stage                           (3,401,940)   (2,991,943)
                                                ------------  ------------
 TOTAL STOCKHOLDERS' EQUITY (DEFICIT)            (1,180,225)     (822,004)
                                                ------------  ------------
TOTAL LIABILTIES AND STOCKHOLDERS'
EQUITY (DEFICIT)                                $    70,880   $   108,884
                                                ============  ============
</TABLE>

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

                                      F-2

<PAGE>



<PAGE>
ANGIOGENEX, INC.
(Formerly eClic, Inc.)
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENTS OF OPERATIONS
-------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Statements of Operations
                                                                    From
                               Nine Months                     March 31, 1999
                                  Ended         Year Ended     (Inception) to
                               December 31,      March 31,      December 31,
                                  2005             2005             2005
                               ------------   -------------    ---------------
<S>                            <C>            <C>              <C>
REVENUES                       $         -    $          -     $            -

EXPENSES
Research and development           202,171         391,268          1,538,007
Consulting                               -               -            109,666
Licenses and fees                   50,000          40,000            155,000
Professional fees                  129,834          83,922            938,166
General and Administrative          11,615          58,294            194,045
                               ------------   -------------    ---------------
TOTAL OPERATING EXPENSES           393,620         573,484          2,934,884
                               ------------   -------------    ---------------
LOSS FROM OPERATIONS              (393,620)       (573,484)        (2,934,884)

OTHER INCOME (EXPENSES)
Other income                        12,180          27,508            464,688
Interest income                          -               -              7,236
Interest expense                   (28,557)       (850,938)          (938,980)
                               ------------   -------------    ---------------
TOTAL OTHER INCOME (EXPENSES)      (16,377)       (823,430)          (467,056)
                               ------------   -------------    ---------------

LOSS BEFORE INCOME TAXES          (409,997)     (1,396,914)        (3,401,940)

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

NET LOSS                       $  (409,997)   $ (1,396,914)    $   (3,401,940)
                               ============   =============    ===============

NET LOSS PER COMMON SHARE,
BASIC AND DILUTED              $     (0.04)   $      (0.12)
                               ============   =============

WEIGHTED AVERAGE NUMBER
OF COMMON SHARES OUTSTANDING,
BASIC AND DILUTED                11,192,474      11,187,000
                               ============   =============
</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)
            ========== ======== ========== ========== ============ ============
</TABLE>

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

                                      F-7

<PAGE>
<PAGE>


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

Statements of Cash Flows

                                                                    From
                               Nine Months                     March 31, 1999
                                  Ended         Year Ended     (Inception) to
                               December 31,      March 31,      December 31,
                                  2005             2005             2005
                               ------------   -------------    ---------------
<S>                            <C>            <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                       $  (409,997)   $ (1,396,914)    $   (3,401,940)
Adjustments to reconcile
 net loss to  net cash used
 by operating  activities:
  Depreciation                       1,143           1,190              6,012
  Services paid by
   issuance of common stock              -               -            436,450
  Services and costs
   paid by issuance
   of common stock options          51,776          21,614            289,043
  Amortization of warrants and
   beneficial conversion                 -         826,389            875,000
Increase in prepaid expenses          (229)              -               (229)
Increase in prepaid offering costs (14,822)        (51,356)           (66,178)
Decrease (increase) in receivables   3,048          (3,048)                 -
Increase (decrease) in accrued
 expenses-related party             59,998        (135,702)            76,481
Increase decrease) in accrued
 expenses                          195,662          (6,380)           210,723
Increase (decrease) in accrued
 interest                           28,557          23,887             52,901
                               ------------   -------------    ---------------
Net cash used in operating
activities                         (84,864)       (720,320)        (1,521,737)
                               ------------   -------------    ---------------

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of equipment               (1,040)         (2,062)            (7,849)
                               ------------   -------------    ---------------
Net cash used in investing
activities                          (1,040)         (2,062)            (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               -               -            621,222
                               ------------   -------------    ---------------
Net cash provided by financing
activities                          36,000               -          1,532,222
                               ------------   -------------    ---------------

Net increase (decrease)
in cash                            (49,904)       (722,382)             2,636

Cash, beginning of period           52,540         774,922                  -
                               ------------   -------------    ---------------

Cash, end of period            $     2,636    $     52,540     $        2,636
                               ============   =============    ===============

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             $    36,954    $     21,614     $      274,221
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, 2005
---------------------------------------------------------------------------
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.

AngioGenex merged into EClic Acquisition, Inc. a wholly owned subsidiary to
eClic, Inc. Eclic Acquistion, Inc. then changed its name to AngioGenex
Therapeutics and concurrently eClic, Inc, a fully reporting shell changed
its name to Angiogenex, Inc.

On December 30, 2005, AngioGenex merged into eClic Acquisition, Inc., a wholly
owned subsidiary of eClic, Inc.  eClic Acquistion, 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, 2005 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 generally accepted in
the United States of America, and have been consistently applied in the
preparation of the financial statements.

                                      F-9
<PAGE>


ANGIOGENEX, INC.
(Formerly eClic, Inc.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2005
---------------------------------------------------------------------------

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.

Accounting Method
-----------------
The Company uses the accrual method of accounting in accordance with
accounting principles generally accepted in the United States of America.

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, 2005 and March 31, 2005.

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, 2005 or March 31, 2005.








                                      F-10

<PAGE>




ANGIOGENEX, INC.
(Formerly eClic, Inc.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2005
---------------------------------------------------------------------------

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

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, warrants and convertible securities (if converted), totaling
approximately 21,684,110 additional shares, are not included in the
calculation of diluted loss per share.

                                  F-11
<PAGE>


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 nine months ended
December 31, 2005 and year ended March 31, 2005 was $1,143 and $1,190,
respectively.

Research, Development and Patent
--------------------------------
Research and development costs, including certain costs related to patent
applications, are charged to operations as incurred.

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.

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-12

<PAGE>


ANGIOGENEX, INC.
(Formerly eClic, Inc.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2005
---------------------------------------------------------------------------

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.

Stock-based Compensation
------------------------
At the end of 2005, the Company adopted Statement of Financial Accounting
Standards No. 123(R), "Accounting for Stock-Based Compensation" ("SFAS No.
123(R)"). The prior provisions of SFAS No. 123 allow companies to either
expense the estimated fair value of stock options or to apply the intrinsic
value method set forth in Accounting Principles Board Opinion No 25,
"Accounting for Stock Issued to Employees" ("APB 25") but disclose the pro-
forma effects on net income (loss) had the fair market value of the options
been expensed. The Company had elected to apply APB 25 in accounting for
its employees' and directors' stock options prior to the adoption of SFAS
No. 123(R).

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

At December 31, 2005, the Company had gross deferred tax assets (calculated
at an expected rate of 40%, to include local, state and federal taxes) of
approximately $1,426,000 principally arising from net operating loss
carryforwards for income tax purposes and other accumulated temporary
differences.  As management of the Company cannot determine that it is more
likely than not that the Company will realize the benefit of the net deferred
tax asset, a valuation allowance equal to the net deferred tax asset has been
established at December 31, 2005.  The significant components of the income tax
and deferred tax asset at December 31, 2005 and March 31, 2005 were as follows:

                                      F-13
<PAGE>

ANGIOGENEX, INC.
(Formerly eClic, Inc.)
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2005
---------------------------------------------------------------------------
                                   December 31, 2005    March 31, 2005
                                   -----------------    --------------
Operating Loss                     $        410,000     $   1,397,000
                                   -----------------    --------------
Permanent Differences:
  Nondeductible meals and
   Entertainment                              2,000             3,000
                                   -----------------    --------------
Temporary Differences:
 Stock options issued under a non-
  qualified plan:                            37,000            22,000
Financing costs                                   -           826,000
Deferred research and development
  costs:                                     92,000           240,000
                                   -----------------    --------------

Operating loss after permanent and
  temporary differences            $        279,000     $     306,000
                                   =================    ==============

Accumulated Net Operating Loss
  Carryforward                     $      1,305,000     $   1,026,000
Other accumulated temporary
  Differences                             2,055,000         1,926,000
                                   -----------------    --------------

Accumulated net operating loss
 carryforward after all temporary
 and permanent differences         $      3,360,000     $   2,952,000
                                   =================    ==============
Research and development tax credit$         82,000     $      74,000
                                   =================    ==============

Deferred tax asset                 $      1,426,000     $   1,255,000
Deferred tax asset valuation
  Allowance                              (1,426,000)       (1,255,000)
                                   -----------------    --------------
Net deferred tax asset             $              -     $           -
                                   =================    ==============

At December 31, 2005, the Company has estimated net operating loss
carryforwards of approximately $3,360,000 which expire in the years 2018
through 2025.  The Company recognized approximately $129,000 and $1,088,000
of losses from issuance of common stock and stock options for services, and
for research and development costs in the nine months ended December 31,
2005 and the year ended March 31, 2005 which are not currently deductible for

                                      F-14
<PAGE>

ANGIOGENEX, INC.
(Formerly eClic, Inc.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2005
---------------------------------------------------------------------------

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 in
valuation allowance from March 31, 2005 to December 31, 2005 was $171,000.

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

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
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

                                      F-15
<PAGE>


ANGIOGENEX, INC.
(Formerly eClic, Inc.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2005
---------------------------------------------------------------------------

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.

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

                                      F-16

<PAGE>


ANGIOGENEX, INC.
(Formerly eClic, Inc.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2005
---------------------------------------------------------------------------

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.

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).



                                      F-17

<PAGE>

ANGIOGENEX, INC.
(Formerly eClic, Inc.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2005
---------------------------------------------------------------------------

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.

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, 2005.

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, 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, 2005, 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.





                                      F-18

<PAGE>


ANGIOGENEX, INC.
(Formerly eClic, Inc.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2005
---------------------------------------------------------------------------

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 year ended March 31, 2005 and the nine months ended December 31,
2005,  The Company received from BioCheck Inc. monies for research and
development totaling $27,508 and $12,180, respectively.


NOTE 5 - PREPAID OFFERING COSTS

During the nine months ended December 31, 2005 and the year ended March 31,
2005, the Company paid costs relating to the preparation of a registration
statement.  At December 31, 2005, the Company had paid, in cash and common
stock options, $66,178 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.


NOTE 6 - RELATED PARTY TRANSACTIONS

During the year ended March 31, 2005, the Company loaned to one of its
officers a total of $3,048. Because the transactions occurred while the
Company was still private, it was not subject to the Sarbanes-Oxley Act of
2002, and therefore, was not prohibited. However, the officer has repaid
the loan at December 31, 2005.

Additionally, 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, 2005 and March 31, 2005 the Company owed
the officer's business $25,059 and $10,061, respectively, which is included
in accrued expenses - related parties in the financial statements.

At December 31, 2005 and March 31, 2005, the Company owed an officer
$50,000 and $5,000, respectively, for unpaid salary. See Note 11.
For additional related party transactions, see Notes 8, 9 and 11.

                                     F-19
<PAGE>

ANGIOGENEX, INC.
(Formerly eClic, Inc.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2005
---------------------------------------------------------------------------

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 year ended March 31, 2005 and the nine months
ended December 31, 2005, the Company received $27,508 and $12,180 in grant
money, respectively.

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, 2005, the Company had accrued interest of $411.

On November 25, 2005, the Company obtained an unsecured loan in the amount
of $1,000 from an unrelated third party. The agreement provides for
repayment of principal and interest accrued at 6% per annum at December 1,
2008. At December 31, 2005, the Company had accrued interest of $6.

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, 2005, the Company had accrued interest of $51.




                                      F-20

<PAGE>






ANGIOGENEX, INC.
(Formerly eClic, Inc.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2005
---------------------------------------------------------------------------

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.

The aforementioned debt is a conventional note which is convertible into
shares of common stock equal to 50.003% of the fully diluted equity of the
Company, including all options available, issued and unissued in the
employee stock plan.  At December 31, 2005, this equated to a total of
13,094,227 shares of common stock, valued at $0.06 per share ("conversion
price".)  This debt was considered to be a private company transaction under
which the original conversion to shares would allow net settlement but the
shares had no market value, nor was there an available market to convert the
shares under.


In addition to the aforementioned beneficial conversion rights, 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.

                                      F-21
<PAGE>



ANGIOGENEX, INC.
(Formerly eClic, Inc.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2005
---------------------------------------------------------------------------

At December 31, 2004, when the notes came due, all lenders agreed to
convert the debt into convertible demand notes, with the same terms as the
original notes except that they can be called at any time. Management
analyzed the change in the terms and determined that there was no
additional charges to the beneficial conversion feature. At December 31,
2005 and March 31, 2005, accrued interest on the notes was $52,432 and
$24,344, respectively.


NOTE 10 - ACQUISITION OF eCLIC, INC.

On December 30, 2005, the Company cancelled, as part of a plan of merger and
recapitalization, approximately 10,000,000 shares of eClic's outstanding
common stock.  This cancellation had the effect of reducing the 11,515,000
shares of eClic common stock issued and outstanding immediately prior to the
merger to 1,500,000 shares outstanding after the merger.  After the
aforementioned cancellation of shares, the Company cancelled the outstanding
shares of AngioGenex, Inc. and issued 11,187,000 new shares of common stock to
AngioGenex's shareholders of record in compliance with a transaction pursuant
to Rule 12g-3 of the Securities and Exchange Commission..  For accounting
purposes, the acquisition has been treated as a recapitalization of AngioGenex,
with AngioGenex as the acquirer (reverse acquisition).  The 1,500,000
outstanding shares of eClic that were not cancelled in the merger were
accounted for as the cost of the merger.  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.

During the year ended March 31, 2005, the Company did not issue any shares
of common stock.

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.




                                      F-22

<PAGE>


ANGIOGENEX, INC.
(Formerly eClic, Inc.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2005
---------------------------------------------------------------------------

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.  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.


NOTE 12 - STOCK OPTIONS AND WARRANTS

During 2001, the board of directors and the stockholders of the Company
approved a stock option plan which provides for the granting of options to
purchase up to 2,000,000 shares of common stock, pursuant to which
officers, directors, advisers and consultants are eligible to receive
incentive and/or non-statutory stock options.  The options are exercisable
for a period of up to 10 years from date of grant at an exercise price
which is not less than the fair value on date of grant, except that the
exercise period of options granted to a stockholder owning more then 10% of
the outstanding capital stock may not exceed 5 years with the exercise
option price not less then 110% of the fair value of the common stock at
date of grant. The options granted vest between 2 and 5 years and expire in
June 2010.  At December 31, 2005, the Company has granted all options
permitted under this plan.




                                      F-23

<PAGE>


ANGIOGENEX, INC.
(Formerly eClic, Inc.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2005
---------------------------------------------------------------------------

On July 13, 2004, the board of directors and the stockholders of the
Company approved a stock option plan which provides for the granting of
options to purchase up to 5,000,000 shares of common stock, pursuant to
which officers, directors, advisers and consultants are eligible to receive
incentive and/or non-statutory stock options. The options are exercisable
for a period of up to 10 years from date of grant at an exercise price
which is not less than the fair value on date of grant, except that the
exercise period of options granted to a stockholder owning more then 10% of
the outstanding capital stock may not exceed 5 years with the exercise
option price not less then 110% of the fair value of the common stock at
date of grant. The options granted vest between 2 and 5 years and expire in
June 2010. At December 31, 2005, the Company has granted 90,000 options
under this plan.

In the nine months ended December 31, 2005, the Company granted 195,000
options to consultants and 510,000 options to officers. In the year ended
March 31, 2005, the Company did not grant stock options. The fair value for
the nine months ended December 31, 2005 and the year ended March 31, 2005
of the vested portion of the previously granted options equaling $36,952
and $21,614, respectively, was expensed during these periods. The unvested
portion is valued each reporting date and is being charged to expense over
the vesting period.

Disclosures required under SFAS 123 for employee stock options granted as
of December 31, 2005 using the Black-Scholes option-pricing model
prescribed by SFAS 123 are provided below. The assumptions used during the
nine months ended December 31, 2005, are as follows: risk-free interest
rate of 4.28%; no dividends to be paid; expected life of options is 10
years; and volatility of 100%.

Had the Company elected to recognize compensation cost based on the fair
market value of the options at the date of the grant as prescribed in SFAS
No. 123(R), the Company's net loss would have been as presented in the pro
forma amounts as indicated below:

                                                           From April
                                                              1999
                                                         (Inception) to
                         December 31,      March 31,     December 31,
                            2005             2005             2005
---------------------   --------------   -------------   --------------
Net loss
  As reported           $     409,997    $  1,396,914    $   3,401,940
  Pro forma             $     535,993    $  1,396,914    $   3,527,936

                                      F-24

<PAGE>



ANGIOGENEX, INC.
(Formerly eClic, Inc.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2005
---------------------------------------------------------------------------

Stock options activity under the plans is summarized as follows:

<TABLE>
                                              Shares        Weighted
                                               Under        Average
                                              Options    Exercise Price
<S>                                           <C>              <C>
Options at April 1, 2004                      1,385,000        $1.34
Options issued                                        -            -
                                            -----------    ---------
Options at March 31, 2005                     1,385,000        $1.34
                                            ===========    =========

Weighted average fair value of
  options granted at March 31, 2005                                -
                                                           =========

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
                                                           =========

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
                                                           =========
</TABLE>

As of December 31, 2005, 4,910,000 options are available for future grant.
At December 31, 2005 2,090,000 options outstanding were under plans
approved by shareholders.


                                      F-25

<PAGE>


ANGIOGENEX, INC.
(Formerly eClic, Inc.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2005
---------------------------------------------------------------------------

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.


NOTE 14 - SUBSEQUENT EVENTS

Subsequent to the date of the financials, the Company sold in private
placement, 300,000 shares of its common stock for $0.25 per share, or
$75,000.


                                      F-26
<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, 2005. Based on that evaluation, the Chief
Executive Officer and the Chief Financial Officer concluded that, as of
December 31, 2005, 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, 2005 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, 2006.  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.

<TABLE>
<CAPTION>
                                                              Shares
                                                              Beneficially
                                                              Owned
                                                              ---------------
<S>                                                           <C>
Michael Strage - founder and Chairman of the Board (1)        3,361,337

Atypical BioVentures Fund, LLC (2)                            7,406,693

William Garland - Chief Operating Officer (3)                 1,250,000

Richard Salvador - Founder, President and Chief
Executive Officer (4)                                         2,123,004

George Gould - V.P. and General Counsel (5)                     725,334

Martin Murray - Secretary, and Chief Financial Officer (6)      189,000

All Directors and Officers' as a group                        7,648,676

</TABLE>

(1)  Includes shares underlying options, issuable with convertible rights, and
     warrants of 300,000, 187,709, 182,625, and 120,000 respectively.
(2)  Includes shares issuable in connection with conversion rights and warrants
     of 3,754,188 and 3,652,505, respectively.  Does not include any shares
     underlying any options that may be earned by Aurora Capital LLC, an
     affiliate, in its role as Placement Agent.
(3)  Includes 470,000 shares underlying options.
(4)  Includes shares underlying options, issuable with convertible rights,
     underlying warrants, and owned by family members of 290,000, 563,128,
     547,876, and 52,000, respectively.
(5)  Includes shares underlying options, issuable with conversion rights, and
     warrants of 140,000, 187,709, and 182,625, respectively.
(6)  Includes 60,000 shares underlying options.

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

The information required by this item is incorporated by reference to the
information under the caption "Principal Accountant Fees and Services"
contained in the January 9, 2006 8K/A.

                                       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 6, 2006 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 March 15, 2006.

Signature                           Title                          Date
---------                           -----                          ----
/s/ Richard Salvador         President, Chief Executive       April 6, 2006
--------------------         Officer, and Director
    Richard Salvador         (Principal Executive Officer)

/s/ Martin Murray            Secretary and Chief              April 6, 2006
-----------------            Financial Officer and Director
    Martin Murray            (Principal Financial and
                             Accounting Officer)

/s/ Michael Strage, Esq.     Vice President and Chief         April 6, 2006
------------------------     Admin. Officer, Director

/s/ George Gould             Director                         April 6, 2006
----------------
    George Gould


                                       57

<PAGE>