UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                 AMENDMENT NO. 2

                                 FORM 10 - KSB/A
                                 CURRENT REPORT

     PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

        Date of report (Date of earliest event reported): March 31, 2006


                            ODYSSEY OIL AND GAS, INC.
                            -------------------------
               (Exact Name of Registrant as Specified in Charter)


           Florida                   333-106299                 65-1139235
           -------                   ----------                 ----------
  (State or Other Jurisdiction      (Commission               (IRS Employer
       of Incorporation)            File Number)            Identification No.)


                            5005 Riverway, Suite 440
                                Houston, TX 77056
                                -----------------
                     Address of Principal Executive Offices


                                 (713) 623-2219
                                 --------------
                           (Issuer's telephone number)


                       ADVANCED SPORTS TECHNOLOGIES, INC.
                   9700 Via Emilie, Boca Raton, Florida, 33428
                   -------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)


        SECURITIES REGISTERED PURSUANT TO SECTION 12 (G) OF THE ACT: NONE

                    Common Stock, par value $ 0.001 per share
                                (Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes |X| No |_|

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-B is not contained herein, and will not 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. |_|

            The Company's revenues for the year ended December 31, 2005 were $0.

            Indicate by check mark whether the registrant is a shell company (as
      defined in Rule 12b2 of the Exchange Act). Yes |X| No |_| .

            As of April 7, 2006, the aggregate market value of the voting stock
      held by non-affiliates of the registrant (based on a value of $.025 per
      share on March 31, 2006 was $301,188

            As of April 7, 2006, there were 33,175,009 shares of the
      registrant's Common Stock outstanding assuming conversion of all
      CardioBioMedical Corporation common shares into registrant's common stock.

<PAGE>

      Item 1 DESCRIPTION OF BUSINESS

      Overview of the Company and its Prior Strategy

            AST was incorporated in the state of Florida on August 9, 2001.

            The Company's initial efforts were focused on developing and
      marketing premium-quality, premium-priced, branded fitness and exercise
      equipment to the home fitness equipment market. Our original business plan
      included marketing products directly to consumers through a variety of
      direct marketing channels, including spot television commercials,
      infomercials, print media, direct response mailings and the Internet.
      Initial consumers targeted for the Company's efforts included health clubs
      and gyms, rehabilitation clinics, hospitals, colleges and universities,
      hotels and motels and the military and governmental agencies.

            AST licensed the rights to a portable gym subject to patent
      protection in the United States, which may be marketed under the trademark
      Better Buns. It was the Company's intention for this product to be its
      first direct-marketed product, although the Company was unsuccessful in
      its attempts to raise funding for marketing. All patents, trademarks and
      other intellectual property associated with the Better Buns product are
      owned by, and the Company's license agreement was with, Exerciting LLC,
      which is owned by the brothers of the Company's former President and sole
      director. Prior to the Merger (as defined below and discussed herein), the
      Company was searching for other products to license or acquire for
      introduction. AST has not generated any revenues through the sale of the
      Better Buns product or otherwise and has not engaged in any research and
      development or marketing activities due to limited funds and resources.

            In May 2005, the Company received notice that it was in breach of
      its license agreement with Exerciting, LLC for the Better Buns product and
      that the license was being terminated.

      The Merger

            On September 23, 2005, the Company changed focus through a merger
      with CardioBioMedical Corporation. We created a wholly-owned Delaware
      subsidiary for the purpose of merging with CBM, a Delaware corporation.
      With the consent of shareholders holding over 95% of the shares of CBM
      entitled to vote, the Sub merged with and into CBM with CBM being the
      surviving corporation. CBM then became a subsidiary of the Company and the
      separate existence of Sub ceased.

            The consideration for the Merger consisted of 22,077,509 shares of
      AST common stock, $.0001 par value, payable to the shareholders of CBM and
      a warrant, exercisable beginning January 1, 2008, to purchase 6,500,000
      shares of AST common stock at a purchase price of $.01 per share payable
      to the sole warrant holder of CBM. At the effective time of the Merger and
      without any action on the part of CBM stockholders, each one share of CBM
      common stock (except for shares held in treasury and dissenting shares)
      was converted into the right to receive one share of common stock of the
      Company, and the CBM warrant referenced above was exchanged for an
      equivalent AST warrant.

<PAGE>

            Further in connection with the Merger, the Board of Directors
      accepted the resignation of Curtis Olschansky as sole director and officer
      of the Company and elected James F. Mongiardo to fill the vacancy on the
      Board. Mr. Mongiardo was also elected to serve as Chief Executive Officer
      and President of AST.

            CBM was formed in May 2003 to commercialize, in licensed
      territories, devices incorporating proprietary and patented technology
      relating to a new scientific technique applying bio-cybernetic principles
      and frequency analysis in non-invasive medical devices. CBM currently is a
      party to a non-exclusive license from a patent holder to sell a
      proprietary device in designated territories and has a commitment from
      such patent-holder to perform consulting services for CBM at its request.

      The Medical Problem

            According to the American Heart Association's latest cardiovascular
      disease statistics (estimates for 2002), cardiovascular disease is the
      number one killer in the United States. Cardiovascular dysfunction,
      especially atherosclerosis (hardening of the arteries) and its
      manifestations, debilitates nearly 13 million Americans and annually
      causes approximately 900,000 deaths in the United States. The main cause
      of cardiac death is acute myocardial infarction. Myocardial infarction
      refers to the injury or death of heart muscle and tissue because of
      interrupted blood flow to the area, typically as a result of
      atherosclerosis. An acute myocardial infarction will occur in 1.2 million
      people in the United States each year, 500,000 of whom will die during
      this acute event. Among those who experience sudden cardiac death,
      coronary artery disease ("CAD") is the main cause of death. A very
      important risk factor is "silent" ischemia (or restricted blood flow),
      i.e. the asymptomatic form of CAD.

            In 1903, Willem Einthoven devised the string galvanometer to
      indicate and graphically record changes of electric potential at various
      points on the exterior surface of the human body caused by contractions of
      the myocardium or heart muscle. His invention became the electrocardiogram
      ("ECG"). ECG devices measure the electrical impulses generated by the
      myocardial cells. The standard ECG test records the positive and negative
      electrical waves resulting from each heartbeat. This means that a standard
      ECG study examines the electrical output in the time domain, i.e., a
      one-dimensional examination. This can limit the amount of data generated
      and, accordingly, the diagnostic value of the device. While the standard
      ECG is not invasive, it is also of low accuracy (50-55% for CAD) and is
      insensitive to ischemia according to the Yale University School of
      Medicine Heart Book.

            In order for a physician to get a more accurate understanding of the
      coronary risk associated with a patient, more expensive, complicated and
      riskier diagnostic procedures are available. If CAD can be detected at an
      early stage, there exist multiple treatment regimens that may effectively
      treat CAD.

      The Product

            As noted above, CBM has a non-exclusive license to market a
      proprietary medical device designed for the non-invasive early diagnosis
      of coronary artery diseases, particularly myocardial injury caused by
      ischemia, in the United States, Canada and Mexico. The product, known as
      the Cardio Spectrum Diagnostic System ("CSD"), has received approval under
      Underwriters Laboratories, Inc.'s electrical safety standards (UL-2601),
      the European Union's standard for marketing a medical device (CE) and the
      Federal Communication Commission's standards for marketing a computer. In
      addition, CBM received 510(k) clearance from the U.S. Food and Drug
      Administration to market the CSD in the United States.

<PAGE>

            The basic concept underlying the proprietary technology incorporated
      in the CSD is the recognition that time domain myocardial electrical
      signals can be transformed into frequency domain and then analyzed. This
      concept is easily understood through the example of sunshine. To the naked
      eye, sunshine appears to be white. Scientists, however, regard sunshine
      more precisely as a spectrum in which one can see that the white comprises
      an infinite array of colors just like a rainbow. Similarly, the electrical
      signals given by the ECG can be transformed from the time domain into the
      frequency domain and then analyzed. It is our contention that this
      frequency domain gives a more complete and accurate assessment of the
      coronary disease status of a patient than other standard, non-invasive
      coronary diagnostic procedures.

            The CSD is the culmination of 20 years of research and development.
      Included in its software are over 20,000 patient test results. The
      procedure utilizing the device is performed non- invasively while the
      patient is at rest, with the goal of eliminating the risks associated with
      either exercise or the injection of dyes or a catheter. After attaching
      the leads to the patient, the procedure is completed in approximately 90
      seconds. Results to date have shown that the CSD is effective at
      non-invasively diagnosing CAD with more than 90% sensitivity and
      specificity.

      A New Strategy

            The new objective of the Company is to establish the CSD as the
      standard of care for the detection of early-stage ischemic heart disease.
      Our strategy includes first establishing the system with cardiologists and
      then gaining acceptance and use by other physician specialties and
      hospitals. We believe critical in U.S. hospital market acceptance will be
      the cost savings of the CSD in both the early detection of disease and the
      elimination of the need to perform multiple and more expensive diagnostic
      procedures to determine a patient's cardiac health.

            Even though the CSD may be marketed in the United States today, the
      Company believes that the key to successful marketing here and elsewhere
      will be insurance reimbursement. Historically, medical devices are not
      accepted by the medical community or hospitals in any meaningful manner
      until there is associated insurance reimbursement for use of the device.
      Therefore, one of the first objectives of the Company will be to obtain a
      "CPT Code" for the CSD. CPT codes describe medical or psychiatric
      procedures performed by physicians and other health-care providers. The
      codes were developed by HCFA (Health Care Financing Administration, a
      government department that sets insurance reimbursement rates) to assist
      in the assignment of reimbursement amounts to providers by Medicare
      carriers. A growing number of managed care and other insurance companies,
      however, base their reimbursements on the values established by HCFA.

            We intend to seek a CPT code through a concentrated set of clinical
      trials that will begin with physicians associated with major teaching
      hospitals. The first such trial was started at Cedars Sinai Medical Center
      in Los Angeles, California. While clinical data is being generated to
      support a CPT code application, we further intend to conduct additional
      clinical trials to "seed" the market in the United States. We also expect
      that use of the CSD by cardiologists at major teaching hospitals and other
      opinion leader locations will support market introduction.

<PAGE>

            We intend to sell the CSD to physicians including group practices,
      hospitals and health maintenance organizations. We anticipate that
      marketing will focus on its advantages, namely its sensitivity and
      specificity as a non-invasive diagnostic tool to assist the physician in
      determining whether a patient has CAD. We intend to use traditional
      vehicles to convey this message, including medical journal advertising,
      direct mail and participation in medical meetings and conferences.

            We also intend to market and sell the CSD through a hybrid sales
      effort. In the United States, medical devices are sold through direct
      sales forces, distributors or a combination of both. Because the CSD test
      results include a suggested diagnosis, we believe that the CSD may be
      suitable for sale through distributors. To augment that effort and include
      key account selling, e.g. hospital chains, we also anticipate hiring a
      small direct sales force.

            In addition to a suggested diagnosis, the CSD test results gives the
      physician additional diagnostic information about the coronary health of
      the patient. The power spectrum, dual lead correlation and location
      results of the CSD test offer an additional potential revenue source. We
      plan to offer physicians a service to analyze this additional information
      to further assist the physician in treating the patient.

      Manufacturing and Distribution

            We currently expect that the CSD will be supplied by its inventor,
      Professor Dan Qun Fang. The product consists of commercially available
      hardware components and proprietary software owned by Prof. Fang and
      licensed to CBM. Pursuant to the license agreement for the CSD, CBM will
      have the benefit of "most favored nation" pricing, or pricing as favorable
      as that received by other sales licensees/customers of the same products
      on comparable terms and conditions.

      Competition

            The market for medical devices is highly competitive and is served
      by a number of well-established companies with recognized names. In order
      to effectively compete, we will be required to make substantial
      investments in sales and marketing as well as research and development.
      Many products are sold by companies with greater resources than the
      Company and there is no assurance that we will be successful in gaining
      significant market share for the CSD or other products and product
      candidates or earning a return on our investment in such products and
      product candidates.

            Equipment used by the physician as a diagnostic aid in determining
      whether a patient has coronary artery disease includes electrocardiogram
      equipment, stress electrocardiogram equipment, impedance cardiography
      equipment, echocardiogram equipment, stress echocardiogram equipment,
      Thallium SPECT equipment, Ultra-Fast CT Scan equipment, CT angiogram
      equipment, Pet Scan equipment and angiogram equipment. In addition to
      competition from these devices and their respective manufacturers, the
      Company believes that it will have one primary direct competitor, Premier
      Heart, which markets a two lead detection system known as the 3DMPT
      system, as opposed to the 12 lead detection system used by the CSD.

<PAGE>

            As noted above, we anticipate that a critical competitive factor
      affecting our business is the level of insurance reimbursement and the
      accuracy of the diagnostic information provided by the device. With
      results showing over 90% sensitivity and specificity, we believe the CSD
      approaches the sensitivity and specificity of the gold standard for
      determining CAD, the angiogram. Unlike the angiogram, which is invasive
      and has a low risk of morbidity, the CSD is non-invasive and does not
      present a risk of morbidity.

            Regardless of any perceived or actual benefits and advantages, our
      technologies and products may be rendered obsolete or noncompetitive as a
      result of products introduced by competitors. Most of our competitors have
      substantially greater financial and technical resources, production and
      marketing capabilities and related experience. The greater resources,
      capabilities and experience of our competitors may enable them to develop,
      manufacture and market their products more successfully and at a lower
      cost. In addition, many of our competitors have significantly greater
      experience in conducting preclinical testing and clinical trials of
      medical devices and obtaining regulatory approvals. Accordingly, our
      competitors may succeed in obtaining FDA and related approvals for
      products more rapidly than we will, which may give them an advantage in
      achieving market acceptance of their products.

            Moreover, our technologies and products will likely be affected by
      technological change in the future. Management will have to continue to
      stay abreast of these changes as they affect optimal service and product
      configuration, and will have to remain vigilant and nimble in order to
      prevent early investments from becoming obsolete and other competitive
      firms who enter later obtaining an advantage with newer technologies and
      processes. There can be no assurances that we will be able to successfully
      develop and market our products or respond effectively to technological
      changes or new product announcements by others. Further, our success
      depends on the popularity of our products and services and related
      technology in the commercial arena, which we cannot guarantee. We also
      cannot guarantee that our products and services will not become
      unmarketable or obsolete by a competitor's more rapid introduction to the
      marketplace.

      Intellectual Property Matters

            Where appropriate, we will seek patent, trademark and other
      proprietary rights protection for the products and brands we develop or
      introduce. In other cases, we will seek to license the rights to use the
      patents, trademarks and other proprietary rights of others in support of
      our business strategy, such as was the case with the Better Buns product
      and is currently the case with the CSD system. However, there can be no
      assurance that patent, trademark and other proprietary rights will be
      issued for any applications we file or that we will be able to license
      such products and rights on terms acceptable to the Company, or at all. To
      date, neither the Company nor CBM has filed any applications or
      registrations for any patent, trademark and other proprietary rights.

<PAGE>

            In the case of the CSD system, CBM's agreement with its inventor
      requires CBM to pay a royalty of five percent (5%) of the sale price for
      each device sold to a customer within the defined territory. The minimum
      royalty, beginning in 2006, is $250,000 per year, payable in installments
      every two months beginning on the last day of February 2006. No payment
      was made in February or March 2006. The license may be cancelled at any
      time for failure to pay. The inventor also may license the product in the
      defined territory to up to two other companies with certain exceptions
      that expire beginning January 1, 2008. The CSD is protected under U.S.
      patents 6,148,228 and 6,638,232 and Copyright TXU 856-320. All patents,
      copyrights and other intellectual property associated with this product
      are owned by Professor Dan Qun Fang. However, CBM has the right to
      register the CSD trademark in the event that Prof. Fang does not do so by
      December 31, 2006, although Prof. Fang will retain a non-exclusive right
      to its use.

      Regulatory Matters

            The FDA's Center for Devices and Radiological Health is responsible
      for regulating firms that manufacture, re-package, re- label, and/or
      import medical devices sold in the United States. The FDA classifies
      medical devices into Class I, II, and III, and regulatory control
      increases from Class I to Class III. The device classification regulation
      is critical, as it defines the regulatory requirements for a general
      device type. Most Class I devices are exempt from certain premarket
      notification requirements; most Class II devices require a "Premarket
      Notification" or 510(k) filing; and most Class III devices require
      "Premarket Approval."

            Devices like the CSD are typically classified as Class II devices
      and require a premarket notification 510(k) filing. A 510(k) is a
      pre-marketing submission made to FDA to demonstrate that the device to be
      marketed is as safe and effective, that is, substantially equivalent, to a
      legally marketed device that is not subject to premarket approval.
      Applicants must compare their 510(k) device to one or more similar devices
      currently on the U.S. market and make and support their substantial
      equivalency claims. A legally marketed device includes those that have
      been found to be substantially equivalent to such a device through the
      510(k) process. The legally marketed device(s) to which equivalence is
      drawn is known as the "predicate" device(s).

      In order to obtain approval, applicants must submit descriptive data and,
      when necessary, performance data to establish that the device is
      substantially equivalent to a predicate device. Once approved, the basic
      regulatory requirements that manufacturers of medical devices distributed
      in the U.S. must comply with are:

* establish registration for device manufacturers (both domestic and foreign)
and importers,
* medical device listing by firms that manufacture, re-package and re-label,
develop specifications, reprocess single-use devices, remanufacture and/or
manufacture accessories and components sold directly to the end user,
* quality system regulation, including requirements related to the methods used
in and the facilities and controls used for designing, purchasing,
manufacturing, packaging, labeling, storing, installing and servicing of medical
devices,
* labeling requirements as well as descriptive and informational literature that
accompanies the device, and
* medical device reporting to report incidents in which a device may have caused
or contributed to a death or serious injury.

<PAGE>

As noted above, the CSD system has received UL-2601, CE and FCC approval, and
CBM has received 510(k) clearance from the FDA to market the CSD in the United
States. We also intend to apply for a CPT Code for insurance reimbursement
purposes. Future products and product candidates will likely have to go through
the premarket notification or premarket approval process, and will be subject to
the applicable regulatory requirements discussed above. There can be no
assurances that approval would be granted for any future product or product
candidate, whether in the United States or elsewhere, on a timely basis or at
all. Furthermore, if approval is granted, the product or device would be subject
to continuing regulatory regulations and oversight. The approval process is
expensive and can take a long time to complete, and the cost involved in
satisfying applicable ongoing compliance requirements is high.

RESEARCH AND DEVELOPMENT

The Company did not invest in research and development for the Better Buns or
any other fitness product. Through December 31, 2005, CBM had invested $126,969
in research and development activities for the CSD system. This amount has been
borne solely by CBM, and the Company does not expect in the near term to receive
external funding for research and development activities. These expenditures
have included retaining Averion, Inc., a clinical research organization, to
assist in the development of clinical protocols, monitoring of clinical trials
and analysis of data. CBM also pays for all expenses associated with its
clinical trials, including fees charged by the Institutional Review Board and a
fee per patient enrolled.

EMPLOYEES

The Company currently employs one individual, James F. Mongiardo, its sole
director and officer.

ITEM 2. DESCIRPTION OF PROPERTY

Our principle office facility is presently located in space owned by our sole
officer. We are not presently incurring any rent expense associated with this
space.

ITEM 3. LEGAL PROCEEDINGS

We are not party to any legal proceedings as of the date of this Form 10 KSB.

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

None.

<PAGE>

                                    PART II.

ITEM 5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS
ISSURER PURCHASES OF EQUITY SECURITIES

Our common stock was approved for an unpriced quotation on the Over the Counter
Bulletin Board on October 19, 2004.

As of April 7, 2006, there were 170 shareholders of record of our common stock
and a total of 33,175,009 shares outstanding assuming conversion of all
CardioBioMedical Corporation common shares into registrant's common stock.

We have never paid any dividends and do not currently anticipate paying
dividends in the future. Any payment of cash dividends in the future will be
dependent upon the amount of funds legally available, our earnings, financial
condition, capital requirements and other factors that our Board of Directors
may think are relevant.

There are currently no outstanding options or warrants to purchase, or any
securities that are convertible into, our common stock other than a single
warrant to purchase 6,500,000 shares issued in connection with the Merger,
exercisable beginning January 1, 2008, to purchase 6,500,000 shares of AST
common stock at a purchase price of $.01 per share.

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

Certain statements contained in this discussion and analysis or incorporated
herein by reference that are not related to historical results are
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Statements that are predictive, that depend upon
or refer to future events or conditions, and/or that include words such as
"expects," "anticipates," "intends," "plans," "believes," "estimates," "hopes,"
and similar expressions constitute forward-looking statements. In addition, any
statements concerning future financial performance (including future revenues,
earnings or growth rates), business strategies or prospects, or possible future
actions by us are also forward-looking statements.

These forward-looking statements are based on beliefs of our management as well
as current expectations, projections, assumptions and information currently
available to the Company and are subject to certain risks and uncertainties that
could cause actual results to differ materially from historical results or those
anticipated or implied by such forward-looking statements. Should one or more of
those risks or uncertainties materialize or should underlying expectations,
projections and assumptions prove incorrect, actual results may vary materially
from those described. Those events and uncertainties are difficult to predict
accurately and many are beyond our control. We assume no obligation to update
these forward-looking statements to reflect events or circumstances that occur
after the date of these statements except as specifically required by law.
Accordingly, past results and trends should not be used to anticipate future
results or trends.

<PAGE>

OVERVIEW

AST was formed in Florida in August 2001 with the plan of becoming a direct
marketing company that developed and marketed premium-quality, premium-priced,
branded fitness and exercise equipment to the home fitness equipment market. Our
original business plan included marketing products directly to consumers through
a variety of direct marketing channels.

As an initial step, the Company licensed the rights to a portable gym subject to
patent protection in the United States, which may be marketed under the
trademark Better Buns. It was the Company's intention for this product to be its
first direct-marketed product. The Company was unsuccessful in its attempts to
raise funding to pursue this goal and, in May 2005, received notice that it was
in breach of its license agreement for the Better Buns product and that the
license was being terminated. Since inception to date, the Company had not
generated any revenues through the sale of the Better Buns product or otherwise,
and had not engaged in any research and development or marketing activities due
to limited funds and resources.

In September 2005, the Company changed focus in connection with the Merger of a
wholly-owned subsidiary of the Company and CardioBioMedical Corporation, a
Delaware corporation. The subsidiary merged with and into CBM, with CBM as the
surviving corporation and becoming a subsidiary of AST. The consideration for
the merger consisted of 22,077,509 shares of AST common stock, $.0001 par value,
payable on a one-for-one basis to the consenting shareholders of CBM and a
warrant, exercisable beginning January 1, 2008, to purchase 6,500,000 shares of
AST common stock at a purchase price of $.01 per share payable to the sole
warrant holder of CBM in exchange for an equivalent CBM warrant. Further, the
Board of Directors accepted the resignation of Curtis Olschansky as sole
director and officer of the Company and elected James F. Mongiardo to fill the
vacancy on the Board. Mr. Mongiardo was also elected to serve as Chief Executive
Officer and President of AST.

CBM was formed in May 2003 to commercialize devices incorporating proprietary
and patented technology relating to a new scientific technique applying
bio-cybernetic principles and frequency analysis in non-invasive medical
devices. CBM currently is a party to a non- exclusive license to market in the
United States, Canada and Mexico the Cardio Spectrum Diagnostic System or "CSD",
a proprietary medical device designed for the non-invasive early diagnosis of
coronary artery diseases, particularly myocardial injury caused by ischemia. The
CSD system has received 510(k) clearance to be marketed in the United States.

The new objective of the Company is to establish the CSD as the standard of care
for the detection of early-stage ischemic heart disease. Our strategy includes
first establishing the device with cardiologists and then gaining acceptance and
use by other physician specialties and hospitals. We believe critical in U.S.
hospital market acceptance will be the cost savings of the CSD in both the early
detection of disease and the elimination of the need to perform multiple and
more expensive diagnostic procedures to determine a patient's cardiac health.
Results have shown that the CSD is effective at non-invasively diagnosing CAD
with more than 90% sensitivity and specificity.

EXPENSES AND RESULTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2005

Statements of Operations Information

<TABLE>
<CAPTION>
                               Year ended         Year Ended         For the Period
                               Dec. 31, 2005      Dec. 31, 2004      May 28, 2003
                                                                     (Inception) to
                                                                     Dec. 31, 2003
<S>                            <C>                <C>                <C>
Net Sales                      $            0     $            0     $            0

Net loss from continuing
  operations                       (1,678,240)          (553,235)        (1,737,539)

Loss from operations before
  income taxes                     (1,696,524)          (550,747)        (1,737,349)

Net Loss                           (1,696,989)          (551,203)        (1,737,805)

Net loss per share
  basic and diluted            $         (.05)    $         (.02)    $         (.30)

Weighted average
  number of shares
  outstanding during
  the period-basic
  and diluted                      33,192,995         33,398,662          5,845,637
</TABLE>

Balance Sheet Information

<TABLE>
<CAPTION>
                               Dec. 31, 2005      Dec. 31, 2004      Dec. 31, 2003
<S>                            <C>                <C>                <C>
Cash                           $        1,698     $       48,102     $       45,606
Total Assets                            3,421          1,637,173          1,765,896

Current Liabilities                   278,927            235,928            115,951
Total Liabilities                     488,927            235,928            115,951

Stockholders Equity
  (Deficiency)                       (485,506)         1,401,245          1,649,945
</TABLE>

The Total operating expenses were $1,678,240 for the year ended December 31,
2005 compared to $553,235 for the year ended December 31, 2004. Net loss from
operations increased for the year ended December 31, 2005 to $1,696,989 compared
to $551,203 for the year ended December 31, 2004. This 208% increase was the
result of a loss from the termination of the CSD license from exclusive to non
exclusive and subsequent impairment which totaled $1,065,729.

The Total operating expenses were $553,235 for the year ended December 31, 2004
compared to $1,737,539 for the period from May 28, 2003 (Inception) to December
31, 2003. Net loss from operations decreased for the year ended December 31,
2004 to $550,747 compared to $1,737,349 for the period from May 28, 2003
(Inception) to December 31, 2003. This 68% decrease was the result of not having
to recognize any operating expense for stock issued for services for the year
ended December 31, 2004 compared to $1,532.500 for the period from May 28, 2003
(Inception) to December 31, 2003.

With respect to the Balance Sheet, Total Assets as of December 31, 2005 were $
3,421 compared to $ 1,637,173 for the year ended December 31, 2004. This
decrease of 99.8% was the result of a loss from the termination of the CSD
license from exclusive to non-exclusive and subsequent impairment which
eliminated net rights to technology of $ 1,559,092. For the year ended December
31, 2005, there was stockholders deficiency of $ 485,506 compared to
stockholders equity of $ 1,401,245 on December 31, 2004. This change in
stockholders equity/deficiency was the result of a loss from the termination of
the CSD license from exclusive to non-exclusive and subsequent impairment, which
totaled $ 1,065,729. With respect to the Balance Sheet, Total Assets as of
December 31, 2004 were $ 1,637,173 compared to $ 1,765,896 as of December 31,
2003. This decrease of 7% was the result of amortization of the rights to
technology. For the year ended December 31, 2004, there was stockholders equity
of $ 1,401,245 compared to stockholders equity of $ 1,649,945 on December 31,
2003.

<PAGE>

CRITICAL ACCOUNTING POLICIES AND CHANGES TO ACCOUNTING POLICIES

AST historically has utilized the following critical accounting policies in
making its more significant judgments and estimates used in the preparation of
its financial statements:

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

Income Taxes. The Company accounts for income taxes under Statement of Financial
Accounting Standards No. 109, Accounting for Income Taxes ("Statement 109").
Under Statement 109, deferred tax assets and liabilities are recognized for the
future tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax bases. Deferred tax assets and liabilities are measured using
enacted tax rates expected to apply to taxable income in the years in which
those temporary differences are expected to be recovered or settled. Under
Statement 109, the effect on deferred tax assets and liabilities of a change in
tax rates is recognized in income in the period that includes the enactment
date.

PLAN OF OPERATIONS

Neither AST nor CBM has generated any revenues from operations or otherwise
since their inception. AST intended to generate revenue through the sale of a
licensed product, Better Buns(R) - a portable patented gym product, but the
license to such product was terminated due to AST 's failure to make minimum
royalty payments. Through April 7, 2006, the Company had not been successful in
raising capital for the development, marketing or sale of any other products.
The Company then adopted a new strategy through the merger with CBM.

In order to implement the new strategy of the Company, AST will need to raise
capital during the next 12 months: cash on hand was $1,698 as of December 31,
2005 which amounts are inadequate to fund the company's current projected
capital requirements. Total operating expenses for AST from inception to April
30, 2005 were $473,242, which equaled the Company's losses for that period. From
inception to December 31, 2005, CBM's loss from operations equaled $3,984,620.
Both entities have funded operations to date in part through the sale of equity
securities and loans, although such efforts have been insufficient to
effectively pursue their business strategies. Our capital requirements will
depend on numerous factors, including but not limited to the commitments and
progress of our research and development efforts, the progress of clinical
trials, the cost of sales and marketing for the CSD and other products, medical
and business consultants and advisors, the time and cost involved in maintaining
regulatory compliance, and competing technological and market developments.
Future activities, including the establishment of the CSD in the medical
marketplace, will be subject to our ability to raise funds. We are seeking to
raise a minimum of $ 1 million during the next 12 months.

We intend to raise capital primarily through the public or private sale of
securities (equity and/or debt), although there can be no assurance that we will
be able to obtain capital or, if such capital is available, that the terms of
any financing will be acceptable. If the Company succeeds in raising capital,
such funds will be used to implement the new strategy of developing clinical
trial data to support the market introduction of the Cardio Spectrum Diagnostic
System in the United States, Canada and Mexico. Payment for clinical trials
includes retaining the services of a clinical research organization, payment to
the clinical research site(s) for patients enrolled in the clinical trials,
payment for the CSD unit(s) used in these clinical trials, payment for costs
associated with Institution Review Board Approval, and preparation of marketing
materials to support commercial introduction of the CSD. We intend to conduct a
concentrated set of clinical trials that will begin with physicians associated
with major teaching hospitals as part of our strategy of obtaining a CPT Code
for the CSD to facilitate insurance reimbursement. The first such trial was
started at Cedars Sinai Medical Center in Los Angeles, California. While
clinical data is being generated to support a CPT Code application, we further
intend to conduct additional clinical trials to "seed" the market in the United
States. We also expect that use of the CSD by cardiologists at major teaching
hospitals and other opinion leaders locations will support the market
introduction.

Pursuant to its new strategy, the Company intends to continue to operate as a
virtual Company as it attempts to raise capital over the next 12 months. The
Company believes such an approach will help leverage results through better
allocation of its capital by retaining as needed the diverse expertise required
to conduct clinical trials and to prepare for market introduction. The Company
does not expect to significantly increase the number of employees over the next
12 months. The Company also does not expect to purchase any plant or significant
equipment over the next 12 months given its focus on developing clinical data
and preparing for the market introduction of the CSD. The Company is in the
development stage with a working capital deficiency of $ 277,229, a
stockholders' deficiency of $ 485,506 and a negative cash flow from operations
of $ 436,313 from inception. These factors raise substantial doubt about its
ability to continue as a going concern. There is insufficient capital for
operations for the next twelve months. If we are unsuccessful at raising
sufficient capital to fund our operations, for whatever reason, we may be forced
to seek opportunities outside of our new corporate focus or to seek a buyer for
our business or another entity with which we could partner. Ultimately, if all
of these alternatives fail, we may be required to cease operations and seek
protection from creditors under applicable bankruptcy laws.

<PAGE>

OFF-BALANCE SHEET ARRANGEMENTS

Neither the Company nor its subsidiary is a party to any off- balance sheet
arrangements.

DESCRIPTION OF PROPERTY

Neither the Company nor CBM owns any real property or any interest in real
property and does not invest in real property or have any policies with respect
thereto as a part of their operations or otherwise.

The principal business address of the Company was 9700 Via Emilie in Boca Raton,
Florida 33428, which was space owned by the former sole director and officer of
the Company. At the time of the Merger, the Company moved its principal place of
business to that of CBM, located at 2 Briar Lane, Natick, Massachusetts 01760,
which is space owned by the new sole director and officer of the Company. In
both cases rent has not been charged for the office space, and it is not
expected that rent will be charged in the near-term.ITEM 7. FINANCIAL
STATEMENTS.

The company's financial statements are attached hereto and incorporated herein
by reference.

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

Salberg & Company, PA ("Salberg") was dismissed as the independent auditor for
the Company on March 4, 2004. Salberg's reports on the financial statements of
the Company for the fiscal years ended July 31, 2003 and 2002, and for the
period from August 9, 2001 (inception) through July 31, 2003, contained no
adverse opinion or disclaimer of opinion and were not qualified or modified as
to uncertainty, audit scope or accounting principles, except that there was an
explanatory paragraph relating to AST's ability to continue as a going concern.

The Company's Board of Directors approved the change in accountants.

For the fiscal years ended July 31, 2003 and 2002, for the period from August 9,
2001 (inception) through July 31, 2003, and for the interim period from August
1, 2003 to March 4, 2004 (the date the relationship ended with Salberg), there
were no disagreements between the Company and Salberg (whether or not resolved)
on any matter of accounting principles or practices, financial statement
disclosure or auditing scope or procedure, which disagreement, if not resolved
to the satisfaction of Salberg, would have caused it to make a reference to the
subject matter of the disagreement in connection with its reports.

During the fiscal years ended July 31, 2003 and 2002, and for the period from
August 9, 2001 (inception) through July 31, 2003 and for the interim period from
August 1, 2003 through March 4, 2004 (the date the relationship ended with
Salberg), the Company had not been advised of any matters described in
Regulation S-B, Item 304(a)(1)(B).

The Company engaged Webb & Company P.A., 1501 Corporate Drive, Suite 290,
Boynton Beach, Florida, 33426 ("Webb"), as its new independent accountants as of
March 4, 2004. Prior to such date the Company did not consult with Webb
regarding (i) the application of accounting principles to a specified completed
or contemplated transaction, (ii) the type of audit opinion that might be
rendered on the Company's financial statements, or (iii) any other matter that
may have been subject of a disagreement between the Company and its former
auditor as described in Item 304(a)(1)(iv) of Regulation S-B.

ITEM 8A. CONTROLS AND PROCEDURES

The company maintains disclosure controls and procedures (as defined in Rules
13a-15(e) and 15d-15(e) promulgated under the Exchange Act) that are designed to
ensure that information required to be disclosed in the company's Exchange Act
reports is recorded, processed, summarized and reported within the time periods
specified in the SEC's rules and forms, and that such information is accumulated
and communicated to the company's management, including its Chief Executive
Officer and Chief Financial Officer, as appropriate, to allow timely decisions
regarding required disclosure.

Our Chief Executive Officer and Chief Financial Officer performed an evaluation
of the effectiveness of the design and operation of the company's disclosure
controls and procedures as of the end of the period covered by this quarterly
report. Based upon that evaluation, the Chief Executive Officer and the Chief
Financial Officer concluded that the company's disclosure controls and
procedures were effective.

Such evaluation did not identify any change in the company's internal control
over financial reporting during the year ended December 31, 2005 that has
materially affected, or is reasonably likely to materially affect, the company's
internal control over financial reporting.

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

From September 30, 2002 through September 23, 2005, Curtis Olschansky, 42, was
the sole officer and director of the Company. Mr. Olschansky served as AST's
President, principal executive officerand interim principal financial officer.

<PAGE>

Beginning September 23, 2005, James F. Mongiardo, 60, replaced Mr. Olschansky as
sole director and was elected Chief Executive Officer and President of the
Company. Mr. Mongiardo will serve as a director of the Company until the next
annual meeting of stockholders and until his successor is elected and qualified
or until his earlier resignation or removal.

Mr. Mongiardo has served as sole director and President, Chief Executive
Officer, Treasurer and Secretary of CBM since its inception in May 2003. In
2000, Mr. Mongiardo formed Homewood Capital Group, LLC, an investment advisory
firm specializing in institutional private placements for emerging companies, at
which he currently serves as Managing Director. From 1995 to 2000, Mr. Mongiardo
served as Managing Director of LBC Capital, LLC, an investment banking firm. Mr.
Mongiardo was Chief Executive Officer of Epigen, Inc., which subsequently
changed its name to Egenix, Inc, from 1991 to 1993, and President in 1994.
During 1989 and 1990, he served as Vice President of Corporate Development for
Organogenesis, Inc. He served as Chief Executive Officer of Medivix, Inc., a
public health care services company that provided mail order prescription
services for employers and unions, from 1986 to 1988. From 1984 to 1986, Mr.
Mongiardo served as President and Chief Operating Officer of Photec Diagnostics,
a venture-capital financed diagnostic company that subsequently changed its name
to Photest Diagnostics Inc. He served in various capacities from 1973 to 1984 at
Schering-Plough Corporation. While head of U.S. marketing for the pharmaceutical
division of Schering-Plough from 1980 to 1983, he introduced 12 new
over-the-counter and prescription products. Mr. Mongiardo is a graduate of Johns
Hopkins University (B.A.) and Harvard Law School (J.D.).

Neither Mr. Olschansky nor Mr. Mongiardo serves as a director of any other
reporting company, and there are no family relationships among the directors or
executive officers (or any nominees therefore) of the Company or its subsidiary
or any legal proceedings involving such individuals.

ITEM 9A. CODE OF ETHICS

The Company has adopted a Code of Ethics that applies to employees, officers and
directors. The Code of Ethics was filed as Exhibit 14.1 to the Company's Form
10-KSB filed for the year ended December 31, 2004.

AUDIT COMMITTEE

The Company currently does not have an audit committee; the sole director has
acted and will continue to act as the audit committee of the Board of Directors.

<PAGE>

NOMINATIONS

The Board of Directors nominates candidates to stand for election as directors;
other candidates also may be nominated by any stockholder, provided that such
other nomination(s) are submitted in writing to the Secretary of the Company no
later than 90 days prior to the meeting of stockholders at which such directors
are to be elected, together with the identity of the nominator and the number of
shares of the Company's stock owned, directly or indirectly, by the nominator.
Directors are elected at the annual meeting of the stockholders, except for
vacancies and newly created directorships resulting from any increase in the
authorized number of directors elected by all of the stockholders having the
right to vote as a single class (which positions may be filled by the
affirmative vote of a majority of the directors then in office, although fewer
than a quorum, or by a sole remaining director), and each director elected shall
hold office until such director's successor is elected and qualified or until
the director's earlier death, resignation or removal. These procedures have not
changed since adopted by the Company.

ITEM 10. EXECUTIVE COMPENSATION

Mr. Olschansky received a salary of $24,000 for 2004 and did not receive any
compensation (whether in cash, equity or other form) from the Company for his
services as sole director and officer for 2005. Similarly, from inception of CBM
through September 23, 2005, Mr. Mongiardo did not receive any cash compensation
from CBM for his services as sole director and officer, but did receive
5,000,000 shares of CBM common stock that were awarded in September 2005 as a
stock bonus in recognition and consideration of Mr. Mongiardo's services for and
on behalf of CBM which has been valued at $ 150,000. See "Certain Relationships
and Related Transactions" below for a description of the transactions during the
last two years between the Company and its subsidiary and their respective
officers, directors and significant stockholders. The Company recognized as in
kind contribution of services by Mr. Mongiardo in the amount of $12,000 for
2005.

The table below sets forth the total compensation accrued by the Company for the
fiscal years ended December 31, 2005, 2004 and 2003 for the Company's former
President, who was the sole executive and financial officer of the Company. Such
amounts were forgiven in full in connection with the Merger.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                           Securities          All
        Name and                                           Underlying         Other
    Principal Position      Year       Salary   Bonus    Options Granted  Compensation
    ------------------      ----       ------   -----    ---------------  ------------
<S>                         <C>       <C>         <C>           <C>         <C>
    James F. Mongiardo      2005      $12,000     0             0           150,000
    President, Principal    2004      $     0     0             0                 0
    Executive Officer,
    Principal Financial
    Officer
    Curtis Olschansky,      2005      $     0     0             0                 0
    Former President,       2004      $24,000     0             0                 0
    principal executive
    officer, interim
    principal financial
    officer
</TABLE>

<PAGE>

OPTION AND LONG-TERM INCENTIVE PLANS

Neither the Company nor CBM has maintained or currently maintains any option or
similar equity compensation plans or programs, or any long-term incentive
programs or plans, and no current or former officer has ever been granted any
stock options or stock appreciation or similar rights.

DIRECTOR COMPENSATION

The Company does not have arrangements, standard or otherwise, pursuant to which
directors are compensated for services provided as directors (including as
members of committees of the Board of Directors). Directors of the Company and
its subsidiary have not been and currently are not compensated for their
services as directors except as set forth herein.

EMPLOYMENT AND RELATED AGREEMENTS

Mr. Olschansky was not a party to any employment agreement with the Company.

In 2003, CBM entered into an employment agreement with Mr. Mongiardo, as Chief
Executive Officer and President, for a term of five years at an annual salary of
$250,000, payable upon CBM raising $500,000 in equity financing, with additional
annual increases of 10% every July 1 over the life of the agreement. The
agreement also calls for the officer to receive fringe benefits and participate
in all CBM employment benefits as approved by the Board of Directors. As of this
date, CBM has not raised the minimum equity capital and no salary has been
accrued or paid to Mr. Mongiardo.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table shows, as of March 31, 2006, the beneficial ownership of
Common Stock of the Company by (i) any person or group who is known to the
Company to be the beneficial owner of more than 5% of the Company's Common
Stock, (ii) the sole current director of the Company, (iii) the sole named
executive officer of the Company, and (iv) all current directors and executive
officers as a group.

        Name and Address of          Amount and Nature of
        Beneficial Owner             Beneficial Ownership(1)  Percent of class

        James F. Mongiardo
        2 Briar Lane
        Natick, MA 01760             12,127,500                  36.6%

        Charles Minutolo
        2320 N.E. 48th Street
        Lighthouse Point, FL
        33064                         9,000,000                  27.1%

        Curtis Olschansky
        9700 Via Emilie
        Boca Raton, FL 33428          7,000,000                  21.1%

        Meredith Dodrill
        5800 Hamilton Way
        Boca Raton, FL 33496          3,000,000                   9.0%

        All current
        directors and
        executive officers
        as a group  (1 person)       12,127,500                  36.6%


(1) Unless otherwise indicated, each of the persons named in the table above has
sole voting and investment power with respect to the shares set forth opposite
such person's name. With respect to each person or group, percentages are
calculated based on the number of shares beneficially owned, including shares
that may be acquired by such person or group within 60 days of March 31, 2006
upon the exercise of stock options, warrants or other purchase rights, but not
the exercise of options, warrants or other rights held by any other person.

<PAGE>

The Company knows of no arrangement that may result in a change of control of
AST.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In January 2003, the Company entered into a licensing agreement with Exerciting,
LLC to acquire the exclusive rights associated with a product known as Better
Buns. The terms of the licensing agreement provided that the Company would pay
Exerciting a royalty of eight percent (8%) of gross revenues derived from the
Company's sales of the product and that the Company must achieve certain minimum
sales figures on an annual basis or pay minimum royalty payments of fifty
thousand dollars ($50,000) per quarter regardless of sales achieved, and issue
100,000 shares of its common stock to the members of the licensor. Curtis
Olschansky, the Company's former principal executive officer and director, is
the brother of Brad Olschansky and Scott Olschansky, who are the owners and
members of Exerciting, LLC. The Company issued 200,000 shares (after giving
effect to the stock split discussed below) to these individuals in January 2003.
This agreement was terminated during May 2005.

During October 2003, the Company received non-interest bearing, unsecured,
demand working capital loans in the amount of $5,000 from Mr. Olschansky, its
former principal executive officer and director, and $5,000 from Meredith
Dodrill, a significant stockholder. These loans were forgiven in full in
connection with the Merger. During May 2005, the Company received a non-interest
bearing, unsecured, demand working capital loan of $5,750 from Mr. Olschansky,
its former principal executive officer and director. This loan was forgiven in
full in connection with the Merger Meredith Dodrill, a significant stockholder
of the Company, is married to James Dodrill, who served as corporate legal
counsel for the Company. Mr. Dodrill also acted as interim President of the
Company upon its inception. As of July 31, 2004, Mr. Dodrill was owed $50,000
for legal services provided to the Company, which amount was forgiven in full in
connection with the Merger.

<PAGE>

Because of their initiatives in founding and organizing the Company, Mr. and
Mrs. Dodrill may both be considered promoters of the Company. Mrs. Dodrill is
presently the holder of 3,000,000 shares of our common stock, which were issued
in exchange for the forgiveness of expenses payable to Ms. Dodrill totaling
$10,000.

During 2003, Mr. Mongiardo advanced $15,413 to CBM for start-up and operating
expenses. The advance is non-interest bearing, unsecured and due on demand.

ITEM 13. EXHIBITS

EXHIBIT 31.1 CEO AND CFO CERTIFICATION

EXHIBIT 31.1 CEO AND CFO CERTIFICATION

ITEM 14. AUDIT FEES

During 2005 the Company paid Webb & Co Audit Fees in the amount of $20,503. No
other fees or amounts were paid to Webb & Co.

DESCRIPTION OF SECURITIES

The only securities of the Company currently outstanding are shares of its
common stock, $.0001 par value. The Company is authorized to issue 100,000,000
shares of its common stock and 20,000,000 million shares of preferred stock,
$.0001 par value, although no classes or series of preferred stock have been
designated. The Board of Directors of the Company is authorized by the Company's
Amended and Restated Articles of Incorporation to fix the number and
designations, powers, preferences, rights and restrictions of any such class or
series of preferred stock.

Holders of the Company's common stock are entitled to one vote per share on each
matter submitted to a vote at a meeting of shareholders. Except as otherwise
expressly provided by the law of the State of Florida or the Company's Amended
and Restated Articles of Incorporation or the resolution of the Board providing
for the issue of a series of preferred stock, the holders of the common stock
shall possess exclusive voting power for the election of directors and for all
other purposes.

Subject to any prior rights to receive dividends to which the holders of shares
of any series of preferred stock may be entitled, the holders of shares of
common stock shall be entitled to receive dividends if and when declared payable
from time to time by the Board of Directors from funds legally available for
payment of dividends.

In the event of any dissolution, liquidation or winding up of the Company,
whether voluntary or involuntary, after there shall have been paid to the
holders of shares of preferred stock the full amounts to which they may be
entitled, the holders of the then-outstanding shares of common stock shall be
entitled to receive, pro rata, any remaining assets of the Company available for
distribution to shareholders. The Board of Directors may distribute in kind to
the holders of common stock such remaining assets of the Company or may sell,
transfer or otherwise dispose of all or any part of such remaining assets to any
other corporation, trust or entity and receive payment in cash, stock or
obligations of such other corporation, trust or entity or any combination
thereof, and may sell all or any part of the consideration so received, and may
distribute the consideration so received or any balance or proceeds of it to
holders of common stock. The voluntary sale, conveyance, lease, exchange or
transfer of all or substantially all the property or assets of the Company
(unless in connection with that event the dissolution, liquidation or winding up
of the Company is specifically approved), or the merger or consolidation of the
Company into or with any other corporation, or the merger of any other
corporation into it, or any purchase or redemption of shares of stock of the
Company of any class, is not deemed to be a dissolution, liquidation or winding
up of this Corporation for the purposes of the foregoing.

<PAGE>

Pursuant to the Company's Amended and Restated Articles of Incorporation, no
holder of any shares of the Company of any class now or in the future authorized
has any preemptive right (other than such right, if any, as the Board of
Directors in its discretion may determine) to purchase or subscribe for any
additional issues of shares of the Company of any class now or in the future
authorized, any shares of the Company purchased and held as treasury shares, any
part paid receipts or allotment certificates in respect of any such shares, any
securities convertible into or exchangeable for any such shares, or any warrants
or other instruments evidencing rights or options to subscribe for, purchase or
otherwise acquire any such shares, whether such shares, receipts, certificates,
securities, warrants or other instruments be unissued, or issued and
subsequently acquired by the Company. Any such shares, receipts, certificates,
securities, warrants or other instruments, in the discretion of the Board, may
be offered from time to time to any holder or holders of shares of any class or
classes to the exclusion of all other holders of shares of the same or any other
class at the time outstanding.

Market Price of and Dividends on the Registrant's Common Equity and Other
Shareholder Matters

The Company's common stock was approved for unpriced quotation on the
Over-the-Counter Bulletin Board on October 19, 2004. It trades under the symbol
ASST.OB. High and low bid information for the Company's common stock is not
currently available.

As of April 7, 2006, there were 170 shareholders of record of our common stock
and a total of 33,175,009 shares outstanding.

We have never paid any dividends and do not currently anticipate paying
dividends in the future. Any payment of cash dividends in the future will be
dependent upon the amount of funds legally available, our earnings, financial
condition, capital requirements and other factors that our Board of Directors
deems relevant.

There are currently no outstanding options to purchase, or any securities that
are convertible into, our common stock other than a single warrant to purchase
6,500,000 shares issued in connection with the Merger.

The Company does not maintain any option or similar equity compensation plans or
programs.

LEGAL PROCEEDINGS

Neither the Company nor its subsidiary is a party to any pending legal
proceeding.

<PAGE>

RECENT SALES OF UNREGISTERED SECURITIES

At inception, the Company issued 10,000,000 shares (after giving effect to the
two for one stock split noted below) of its common stock to its founder,
Meredith Dodrill in exchange for forgiveness of expenses payable to Ms. Dodrill
totaling $10,000. In 2002, the Company issued an aggregate 687,500 shares (post-
split) of its common stock at $.01 per share in a Rule 504 offering in reliance
on Section 4(2) of the Securities Act of 1933, as amended (the "Securities Act")
and Regulation D of the Securities Act. During December 2002, the Company
completed the sale of 210,000 shares (post-split) of its common stock at $.025
per share to twenty individuals in an offering that was conducted in reliance on
Section 4(2) and Regulation D of the Securities Act. Each of the investors had
access to business and financial information concerning the Company, and
represented that they were acquiring the securities for investment purposes only
and not with a view towards distribution or resale except in compliance with
applicable securities laws. No general solicitation or advertising was used in
connection with this offering and the certificates evidencing the shares that
were issued contained a legend restricting their transferability absent
registration under the Securities Act or the availability of an applicable
exemption therefrom.

<PAGE>

During January 2003, the Company issued a total of 200,000 shares (post-split)
of its restricted common stock to two individuals in connection with the
execution of its license agreement with Exerciting, LLC in a private transaction
exempt from registration under the Securities Act in reliance on Section 4(2) of
said act. The shares issued contained a legend restricting their transferability
absent registration under the Securities Act or the availability of an
applicable exemption therefrom.

In January 2003, in reliance on APB No. 25, Accounting for Stock Issued to
Employees, Meredith Dodrill, in what was deemed to be an effective capital
contribution to the Company, transferred 7,000,000 shares of common stock to the
Company. Simultaneously, the Company effectively issued 7,000,000 shares of
common stock to its then- President Curtis Olschansky in exchange for future
services. The shares issued had a fair value based on a then-recent cash
offering price of $.025 per share for an aggregate $175,000. These shares owned
by the President were not transferable and bore a substantial risk of forfeiture
if services were not performed for the Company within two years from when the
Company had issued the shares. As a result, the Company recorded deferred
compensation with a corresponding credit to additional paid-in capital for
$175,000. All such shares are now deemed earned.

In March 2005, the Company declared a two for one common stock split for
stockholders of record as of March 9, 2005. In September 2005, in connection
with the acquisition via merger of CBM, the Company was obligated to issue up to
22,077,509 shares of its common stock, $.0001 par value, and a warrant
exercisable beginning January 1, 2008 for 6,500,000 common shares at a purchase
price of $.01 per share. The merger consideration payable to U.S. stockholders
was issued in reliance on an exemption from the registration requirements of the
Securities Act pursuant to Section 4(2) thereof, and for foreign stockholders
pursuant to Regulation S promulgated thereunder.

INDEMNIFICATION OF OFFICERS AND DIRECTORS

Section 11.3 of the Company's Amended and Restated Articles of Incorporation
provides that the Company must indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Company), by reason of the fact
that he/she is or was a director, officer, employee or agent of the Company, or
is or was serving at the request of the Company as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him/her in
connection with such action, suit or proceeding. Such indemnification is
predicated on the individual having acted in good faith and in a manner he/she
reasonably believed to be in or not opposed to the best interests of the
Company, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his/her conduct was unlawful.

<PAGE>

In addition, the Amended and Restated Articles of Incorporation provide that the
Company shall indemnify any person who was or is a party or is threatened to be
made a party to any threatened pending or completed action or suit by or in the
right of the Company to procure a judgment in its favor by reason of the fact
that he/she is or was a director, officer, employee or agent of the Company, or
is or was serving at the request of the Company as a director, officer,
employee, or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees) actually and
reasonably incurred by him/her in connection with the defense or settlement of
such action or suit. Such indemnification is predicated on the individual having
acted in good faith and in a manner he/she reasonably believed to be in or not
opposed to the best interests of the Company and except that no indemnification
shall be made in respect of any claim, issue or matter as to which such person
shall have been adjudged to be liable for negligence or misconduct in the
performance of his/her duty to the Company unless and only to the extent that
the court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which such court shall deem proper.

To the extent that a person has been successful on the merits or otherwise in
defense of any action, suit or proceeding or in defense of any claim, issue or
matter therein, he/she shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him/her in connection
therewith.

FINANCIAL STATEMENTS AND INFORMATION

The financial statements and related information for AST required by this item
are hereby incorporated by reference to the Company's Annual Reports on Form
10-KSB for the fiscal years ended July 31, 2004 and 2003 and the Company's
Quarterly Reports on Form 10-QSB for the fiscal quarters ended October 31, 2004,
January 31, 2005, April 30, 2005 and September 30, 2005. See also Item 7 of this
Form 10-KSB for december 31, 2005.

EXHIBITS

See Item 7 herein.

<PAGE>

                     UNREGISTERED SALES OF EQUITY SECURITIES

In connection with the Merger discussed above, the Board of Directors of the
Company authorized the issuance of up to 22,077,509 shares of its common stock,
$0.0001 par value (representing 66.5% of the Company's issued and outstanding
shares following the Merger), to the stockholders of CBM. Such shares will be
exchanged, on a one-for- one basis, for up to 22,077,509 issued and outstanding
shares of common stock, $.01 par value, held by CBM's consenting shareholders.
The issuance of stock to U.S. stockholders was made in reliance on the exemption
from the registration requirements of the Securities Act of 1933, as amended,
pursuant to Section 4(2) thereof and to foreign stockholders pursuant to
Regulation S promulgated thereunder. Immediately after the closing of the
Merger, the Company had 33,175,009 shares of its common stock outstanding
assuming conversion of all CardioBioMedical Corporation common shares into
registrant's common stock. Pursuant to the terms of the Agreement, the Company
also issued a warrant to purchase 6,500,000 shares of its common stock to a
warrant holder of CBM in exchange for a CBM warrant representing such holder's
right to purchase 6,500,000 shares of CBM common stock. The warrant is not
exercisable until January 1, 2008 and will expire on December 31, 2014. The
exercise price is $.01 per share and the warrant is not assignable or
transferable by the holder.

                        CHANGES IN CONTROL OF REGISTRANT

Upon the closing of the Merger described above on September 23, 2005, two former
stockholders of CBM, James F. Mongiardo and Charles Minutolo, who together owned
95.7% of the issued and outstanding shares of common stock of CBM, became the
controlling stockholders of the Company as a result of their ownership of
approximately 63.7% of the outstanding shares of common stock the Company
following the Merger. The previous controlling stockholders of the Company were
Curtis Olschansky (7,000,000 shares or approximately 63%) and Meredith Dodrill
(3,000,000 shares or approximately 27%). Messrs. Mongiardo and Minutolo obtained
such control through the exchange by them of an aggregate 21,127,500 shares of
CBM common stock for an equal number of shares of common stock of AST issued in
connection with the Merger. Following the Merger, there are no arrangements
known to the Company, the operation of which may at a subsequent date result in
a change of control of the Company or which relate to the election of directors
or other matters.

As described in Item 5.02 below, upon the closing of the Acquisition, the Board
of Directors of the Company consisted of one member, James F. Mongiardo.

For the other information required by this Item 5.01, see Item 2.01 above.

<PAGE>

Departure of Directors or Principal Officers; Election of Directors; Appointment
of Principal Officers

On September 23, 2005 in connection with the Merger described above, the AST
Board of Directors accepted the resignation of Curtis Olschansky as President,
principal executive officer, principal financial officer and director of the
Company and elected James F. Mongiardo to fill the vacancy on the Board. Mr.
Mongiardo was also elected to serve as Chief Executive Officer and President of
the Company. The size of the AST Board was fixed at one until changed in
accordance with applicable law and the Company's Amended and Restated Articles
of Incorporation and Bylaws.

James F. Mongiardo, 60, has extensive experience in building companies and in
the investment banking business. He has served as Chief Executive Officer for
public biotechnology and healthcare services companies and as head of U.S.
marketing for Schering-Plough Corporation. He has raised capital for clients
through institutional private placements, directed business start-ups from
concept to marketing, completed a successful turn-around, designed operative
business plans, raised venture and public equity financing, created marketing
and promotional plans for new products, directed acquisitions and divestitures,
developed and administered sales budgets over $300 million, and managed
corporate and legal services.

Mr. Mongiardo has served as sole director and President, Chief Executive
Officer, Treasurer and Secretary of CBM since its inception in May 2003. In
2000, Mr. Mongiardo formed Homewood Capital Group, LLC, an investment advisory
firm specializing in institutional private placements for emerging companies, at
which he currently serves as Managing Director. From 1995 to 2000, Mr. Mongiardo
served as Managing Director of LBC Capital, LLC, an investment banking firm. Mr.
Mongiardo was Chief Executive Officer of Epigen, Inc., which subsequently
changed its name to Egenix, Inc, from 1991 to 1993, and President in 1994.
During 1989 and 1990, he served as Vice President of Corporate Development for
Organogenesis, Inc. He served as Chief Executive Officer of Medivix, Inc., a
public health care services company that provided mail order prescription
services for employers and unions, from 1986 to 1988. From 1984 to 1986, Mr.
Mongiardo served as President and Chief Operating Officer of Photec Diagnostics,
a venture-capital financed diagnostic company that subsequently changed its name
to Photest Diagnostics Inc. He served in various capacities from 1973 to 1984 at
Schering-Plough Corporation. While head of U.S. marketing for the pharmaceutical
division of Schering-Plough from 1980 to 1983, he introduced 12 new
over-the-counter and prescription products. Mr. Mongiardo is a graduate of Johns
Hopkins University (B.A.) and Harvard Law School (J.D.).

Mr. Mongiardo does not serve as a director of any other reporting company, and
there are no family relationships among the current directors or executive
officers (or nominees therefor) of AST or its subsidiary. Mr. Mongiardo is not
currently a party to an employment agreement with the Company and has not been a
party to any transaction with AST prior to the date of the Merger. For
information on Mr. Mongiardo's employment agreement with CBM, see "Executive
Compensation" herein. For more information on related party transactions, see
"Certain Relationships and Related Transactions" herein.

<PAGE>

FINANCIAL STATEMENTS

<PAGE>




                ADVANCED SPORTS TECHNOLOGIES, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                        CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2005 AND 2004




<PAGE>

                ADVANCED SPORTS TECHNOLOGIES, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)


                                    CONTENTS


PAGE  1           REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

PAGE  2           CONSOLIDATED BALANCE SHEET AS OF DECEMBER 31, 2005

PAGE  3           CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED
                  DECEMBER 31, 2005 AND 2004 AND FOR THE PERIOD FROM
                  MAY 28, 2003 (INCEPTION) TO DECEMBER 31, 2005

PAGES 4 - 5       CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIENCY
                  FOR THE PERIOD FROM MAY 28, 2003 (INCEPTION) TO OF CASH FLOWS
                  FOR THE YEARS ENDED

PAGES 6 - 7       CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED
                  DECEMBER 31, 2005 AND 2004 AND FOR THE PERIOD FROM
                  MAY 28, 2003 (INCEPTION) TO DECEMBER 31, 2005

PAGES 8 - 15      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors of:
Advanced Sports Technologies, Inc. and Subsidiary
(A Development Stage Company)

We have audited the accompanying consolidated balance sheet of Advanced Sports
Technologies, Inc. and subsidiary (a development stage company) as of December
31, 2005 and the related statements of operations, changes in stockholders'
deficiency and cash flows for the years ended December 31, 2005 and 2004 and for
the period from May 28, 2003 (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 audits 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 Advanced Sports Technologies, Inc.
and subsidiary (a development stage company) as of December 31, 2005 and the
results of its operations and its cash flows for the years ended December 31,
2005 and 2004 and for the period from May 28, 2003 (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 10 to the
financial statements, the Company is in the development stage with a working
capital deficiency of $277,229, a stockholders' deficiency of $485,506 and a
negative cash flow from operations of $436,313 from inception. These factors
raise substantial doubt about its ability to continue as a going concern.
Management's plans concerning this matter are also described in Note 10. The
accompanying financial statements do not include any adjustments that might
result from the outcome of this uncertainty.


WEBB & COMPANY, P.A.

Boynton Beach, Florida
April 7, 2006, except for Note 2, to which the date is June 30, 2006

<PAGE>

                ADVANCED SPORTS TECHNOLOGIES, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                           CONSOLIDATED BALANCE SHEET
                             AS OF DECEMBER 31, 2005

<TABLE>
<S>                                                                   <C>
                                     ASSETS

CURRENT ASSETS
  Cash                                                                $       1,698
                                                                      -------------
        Total Current Assets                                                  1,698

PROPERTY AND EQUIPMENT, NET                                                   1,723
                                                                      -------------

TOTAL ASSETS                                                          $       3,421
                                                                      =============

                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES
  Accounts payable and accrued expenses                               $     113,857
  Loans payable - related party                                              49,657
  Accrued royalty expense                                                   100,000
  Due to officer                                                             15,413
                                                                      -------------

        Total Current Liabilities                                           278,927

LONG TERM LIABILITIES
  Royalties Due                                                             210,000
                                                                      -------------

TOTAL LIABILITIES                                                           488,927
                                                                      -------------

STOCKHOLDERS' DEFICIENCY
  Preferred stock, $0.0001 par value, 20,000,000 shares authorized,
    none issued and outstanding                                                  --
  Common stock, $0.0001 par value, 100,000,000 shares authorized,
    33,175,009 shares issued and outstanding                                  3,318
  Additional paid-in capital                                              3,497,173
  Accumulated deficit during development stage                           (3,985,997)
                                                                      -------------
        Total Stockholders' Deficiency                                     (485,506)
                                                                      -------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                        $       3,421
                                                                      =============
</TABLE>

          See accompanying notes to consolidated financial statements.


                                       2
<PAGE>

                ADVANCED SPORTS TECHNOLOGIES, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                                    For The Period
                                                                                         From
                                                 For The Year      For The Year      May 28, 2003
                                                    Ended             Ended         (Inception) To
                                                 December 31,      December 31,      December 31,
                                                     2005              2004              2005
                                                --------------    --------------    --------------
<S>                                             <C>               <C>               <C>
OPERATING EXPENSES
  Stock issued for services                     $      150,000    $           --    $    1,682,500
  General and administrative                            25,406            30,620            79,238
  Depreciation and amortization                        101,039           132,039           296,780
  Royalties                                            150,000           187,813           353,438
  Professional fees                                    136,338           138,023           364,360
  Research and development                              49,728            64,740           126,969
  Loss on termination of license                     1,065,729                --         1,065,729
                                                --------------    --------------    --------------
        Total Operating Expenses                     1,678,240           553,235         3,969,014
                                                --------------    --------------    --------------

NET LOSS FROM CONTINUING OPERATIONS                 (1,678,240)         (553,235)       (3,969,014)

OTHER INCOME AND (EXPENSE)
  Interest income                                          111             2,488             2,789
  Interest expense                                      (2,195)               --            (2,195)
  Impairment of equipment                              (16,200)               --           (16,200)
                                                --------------    --------------    --------------
        Total Other Income and (Expense)               (18,284)            2,488           (15,606)
                                                --------------    --------------    --------------

LOSS FROM OPERATIONS                                (1,696,524)         (550,747)       (3,984,620)

Provision for Income Taxes                                (465)             (456)           (1,377)
                                                --------------    --------------    --------------

NET LOSS                                        $   (1,696,989)   $     (551,203)   $   (3,985,997)
                                                ==============    ==============    ==============

Net loss per share - basic and diluted          $         (.05)   $         (.02)   $         (.14)
                                                ==============    ==============    ==============

Weighted average number of shares outstanding
  during the period - basic and diluted             33,192,995        33,398,662        28,110,792
                                                ==============    ==============    ==============
</TABLE>

          See accompanying notes to consolidated financial statements.


                                       3
<PAGE>

                ADVANCED SPORTS TECHNOLOGIES, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
               CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIENCY
        FOR THE PERIOD FROM MAY 28, 2003 (INCEPTION) TO DECEMBER 31, 2005

<TABLE>
<CAPTION>
                                                                                                         Accumulated
                                                                                                           Deficit
                                                                                           Additional      During
                                        Preferred Stock               Common Stock           Paid-In     Development
                                     Shares         Amount        Shares        Amount       Capital        Stage          Total
                                   -----------   -----------   -----------   -----------   -----------   -----------    -----------
<S>                                <C>           <C>           <C>           <C>           <C>           <C>            <C>
Common stock issued to founders
  for cash ($0.10 per share)                --   $        --         2,500   $         1   $       249   $        --    $       250

Common stock issued for license
 ($0.10 per share)                          --            --    16,500,000         1,650     1,648,350            --      1,650,000

Common stock issued to officer as
  compensation ($0.10 per share)            --            --     7,125,000           712       711,788            --        712,500

Common stock issued for cash
  ($0.10 per share)                         --            --       800,000            80        79,920            --         80,000

Common stock issued for cash
  ($0.45 per share)                         --            --       277,778            28       124,972            --        125,000

Common stock issued to consultant
  for services ($0.10 per share)            --            --     8,200,000           820       819,180            --        820,000

Net loss for the period from
  May 28, 2003 (inception) to
  December 31, 2003                         --            --            --            --            --    (1,737,805)    (1,737,805)
                                   -----------   -----------   -----------   -----------   -----------   -----------    -----------

Balance, December 31, 2003                  --            --    32,905,278         3,292     3,384,459    (1,737,805)     1,649,945
</TABLE>

          See accompanying notes to consolidated financial statements.


                                       4
<PAGE>

                ADVANCED SPORTS TECHNOLOGIES, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
               CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIENCY
        FOR THE PERIOD FROM MAY 28, 2003 (INCEPTION) TO DECEMBER 31, 2005

<TABLE>
<CAPTION>
                                                                                                         Accumulated
                                                                                                           Deficit
                                                                                           Additional      During
                                        Preferred Stock               Common Stock           Paid-In     Development
                                     Shares         Amount        Shares        Amount       Capital        Stage          Total
                                   -----------   -----------   -----------   -----------   -----------   -----------    -----------
<S>                                <C>           <C>           <C>           <C>           <C>           <C>            <C>
Common stock issued for cash
  ($0.45 per share)                      --            --       672,231             67        302,436             --        302,503

Net loss, 2004                           --            --            --             --             --       (551,203)      (551,203)
                                -----------   -----------   -----------    -----------    -----------    -----------    -----------

Balance, December 31, 2004               --            --    33,577,509          3,358      3,686,895     (2,289,008)     1,401,245

Stock issued in reverse merger           --            --    11,097,500          1,110         (1,110)            --             --

Shares issued to officer for
  services                               --            --     5,000,000            500        149,500             --        150,000

Shares cancelled related to
  license rights                         --            --   (16,500,000)        (1,650)      (493,350)            --       (495,000)

In-kind contribution                     --            --            --             --         12,000             --         12,000

Warrants issued for license              --            --            --             --        143,238             --        143,238

Net loss, 2005                           --            --            --             --             --     (1,696,989)    (1,696,989)
                                -----------   -----------   -----------    -----------    -----------    -----------    -----------

  BALANCE, DECEMBER 31, 2005             --   $        --    33,175,009    $     3,318    $ 3,497,173    $(3,985,997)   $  (485,506)
                                ===========   ===========   ===========    ===========    ===========    ===========    ===========
</TABLE>

          See accompanying notes to consolidated financial statements.


                                       5
<PAGE>

                ADVANCED SPORTS TECHNOLOGIES, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                           For The Period
                                                                                                From
                                                          For The Year     For The Year     May 28, 2003
                                                             Ended            Ended        (Inception) To
                                                          December 31,     December 31,     December 31,
                                                              2005              2004            2005
                                                          -------------    -------------    -------------
<S>                                                       <C>              <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                $  (1,696,989)   $    (551,203)   $  (3,985,997)
  Adjustments to reconcile net loss to
    net cash used in operating activities:
      Stock issued for services                                 150,000               --        1,682,500
      In kind contribution of services                           12,000               --           12,000
      Depreciation and amortization                             101,039          132,039          296,780
      Impairment of equipment                                    16,200               --           16,200
      Impairment of intangible assets                         1,118,347               --        1,118,347
  Changes in operating assets and liabilities:
      Increase in accounts payable and accrued expenses         104,030            4,914          113,857
      Increase in accrued royalty expenses                       99,312          115,063          310,000
                                                          -------------    -------------    -------------
          Net Cash Used In Operating Activities                 (96,061)        (299,187)        (436,313)
                                                          -------------    -------------    -------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Sale (purchase) of property and equipment                          --             (820)         (34,812)
  Loss of license rights                                             --               --         (100,000)
                                                          -------------    -------------    -------------

          Net Cash Used In Investing Activities                      --             (820)        (134,812)
                                                          -------------    -------------    -------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from issuance of common stock                             --          302,503          507,753
  Due to stockholder                                                 --               --           15,413
  Loans payable - related party                                  49,657               --           49,657
                                                          -------------    -------------    -------------
          Net Cash Provided By Financing Activities              49,657          302,503          572,823
                                                          -------------    -------------    -------------

NET INCREASE (DECREASE) IN CASH                                 (46,404)           2,496            1,698

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                 48,102           45,606               --
                                                          -------------    -------------    -------------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                $       1,698    $      48,102    $       1,698
                                                          =============    =============    =============

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

Cash paid for income taxes                                $          --    $         456    $         912
                                                          =============    =============    =============

Cash paid for interest                                    $          --    $          --    $          --
                                                          =============    =============    =============
</TABLE>

          See accompanying notes to consolidated financial statements.


                                       6
<PAGE>

                ADVANCED SPORTS TECHNOLOGIES, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS


SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

During 2003, the Company issued 16,500,000 shares of common stock with a fair
value of $1,650,000 for the license rights to the bio-cybernetic technology and
frequency analysis technology.

During 2005, the Company cancelled 16,500,000 shares of common stock with a fair
value of $495,000 for the termination of the exclusive rights to the
bio-cybernetic technology and frequency analysis technology.

During 2005, the Company issued warrants to purchase 6,500,000 of its common
shares at $0.01 for the non-exclusive rights to the bio-cybernetic technology
and frequency analysis technology valued at $143,238.


          See accompanying notes to consolidated financial statements.


                                       7
<PAGE>

                ADVANCED SPORTS TECHNOLOGIES, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2005 AND 2004


NOTE 1      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION

            (A) Organization and Basis of Presentation

            CardioBioMedical  Corporation,  now a  wholly  owned  subsidiary  of
            Advanced  Sports  Technologies,   Inc.  is  a  Delaware  corporation
            incorporated on May 28, 2003. Advanced Sports Technologies,  Inc. is
            a Florida corporation incorporated on August 9, 2001.

            On September 23, 2005, a merger between CardioBioMedical Corporation
            ("Company")  and  Advanced  Sports  Technologies,  Inc.  ("AST") was
            effected  pursuant to the terms of an Agreement  and Plan of Merger,
            dated  September 23, 2005 (the "Merger  Agreement"),  among AST, AST
            Acquisition  Sub,  Inc., a newly  formed  Delaware  Corporation  and
            wholly-owned subsidiary of AST ("Sub"), and the Company. Pursuant to
            the Merger Agreement, Sub was merged with and into the Company, with
            the  Company  as  the  surviving  entity.   The  Company  thereafter
            continued  under  the   CardioBioMedical   Corporation   name  as  a
            subsidiary  of AST, and the  separate  existence of Sub ceased as of
            the effective time of the Merger,  which was September 23, 2005. The
            Merger   Agreement   provided   for  the  issuance  by  AST  to  the
            stockholders  of the Company of an  aggregate  22,077,509  shares of
            Company  common  stock and the  issuance to a warrant  holder of the
            Company to purchase  6,500,000 shares of common stock at an exercise
            price of $0.01 per share.  At the  effective  time of the Merger and
            without any action on the part of the Company stockholders, each one
            share of Company  common  stock  (except for shares held in treasury
            and  dissenting  shares) was converted into the right to receive one
            share of AST common  stock  (including  all shares held in treasury)
            and  warrants  to  purchase  such stock were  deemed to be no longer
            outstanding and automatically  cancelled and retired.  The shares of
            AST common  stock and  warrant to  purchase  such  shares  issued in
            connection with the Merger are restricted securities and will bear a
            restricted legend. Prior to the Merger, CardioBioMedical Corporation
            and Advanced Sports Technologies,  Inc. were not related parties. As
            a result of the Merger  Agreement,  the  transaction was treated for
            accounting purposes as a recapitalization by the accounting acquirer
            CardioBioMedical Corporation.

            Accordingly, the financial statements include the following:

            (1)   The balance  sheet  consists of the net assets of the acquirer
                  (CardioBioMedical  Corporation) at historical cost and the net
                  assets of the acquiree (Advanced Sports Technologies, Inc.) at
                  historical cost.

            (2)   The  statement of  operations  includes the  operations of the
                  acquirer   (CardioBioMedical   Corporation)  for  the  periods
                  presented and the operations of the acquiree  (Advanced Sports
                  Technologies, Inc.) from the date of the merger.


                                       8
<PAGE>

                ADVANCED SPORTS TECHNOLOGIES, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2005 AND 2004


            (B) Use of Estimates

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

            (C) Consolidation

            The  December  31, 2005 and 2004  financial  statements  include the
            accounts of  CardioBioMedical  Corporation  for the years then ended
            and of Advanced Sports Technologies, Inc. from September 23, 2005 to
            December  31,  2005.  All  significant   intercompany  accounts  and
            transactions  have been  eliminated in the  consolidation.  Advanced
            Sports   Technologies,   Inc.  and  its  wholly   owned   subsidiary
            CardioBioMedical  Corporation  are  hereafter  referred  to as  (the
            "Company").

            (D) Income Taxes

            The  Company  accounts  for  income  taxes  under the  Statement  of
            Financial  Accounting  Standards  No.  109,  "Accounting  for Income
            Taxes"  ("Statement  109"). Under Statement 109, deferred tax assets
            and  liabilities  are  recognized  for the future  tax  consequences
            attributable to differences between the financial statement carrying
            amounts of existing assets and liabilities and their  respective tax
            bases.  Deferred  tax  assets and  liabilities  are  measured  using
            enacted tax rates  expected to apply to taxable  income in the years
            in which those temporary differences are expected to be recovered or
            settled.  Under Statement 109, the effect on deferred tax assets and
            liabilities  of a change in tax rates is recognized in income in the
            period that includes the enactment date.

            (E) Loss Per Share

            Basic and diluted net loss per common  share is computed  based upon
            the  weighted  average  common  shares  outstanding  as  defined  by
            Financial  Accounting Standards No. 128, "Earnings Per Share." As of
            December  31, 2005 and 2004,  there were  6,500,000  and 0 warrants,
            respectively outstanding that were not included in dilutive net loss
            per share as the effect was anti-dilutive.

            (F) Fair Value of Financial Instruments

            The  carrying  amounts  of  the  Company's   financial   instruments
            including  accounts  payable,  royalties payable and due to balances
            approximate  fair  value  due  to the  relatively  short  period  to
            maturity for these instruments.


                                       9
<PAGE>

                ADVANCED SPORTS TECHNOLOGIES, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2005 AND 2004


            (G) Revenue Recognition

            Revenues  from  the  sale  of  the  Company's  medical  devices  are
            recognized  upon delivery of the equipment and when risk of loss has
            been transferred to the customer.  The Company  recognizes  software
            license fees over the term of the license.

            (H) Cash and Cash Equivalents

            The Company  considers all highly liquid  temporary cash investments
            with  an  original  maturity  of  three  months  or  less to be cash
            equivalents. The Company did not have any cash equivalents as of the
            balance sheet dates presented in the financial statements.

            (I) Property and Equipment

            Property  and  equipment  are  stated  at  cost,  less   accumulated
            depreciation.  Expenditures  for maintenance and repairs are charged
            to  expense  as  incurred.   Depreciation   is  provided  using  the
            straight-line method over the estimated useful life of three to five
            years.

            (J) Business Segments

            The  Company   operates  in  one  segment  and   therefore   segment
            information is not presented.

            (K) Concentrations of Credit Risk

            The  Company's  products  require  approval  from  the Food and Drug
            Administration  prior to  commercial  sales.  The  Company's  future
            products  may not  receive  required  approvals.  If the  Company is
            denied such approval,  or if such approval is delayed, it would have
            a materially  adverse impact on the Company's  business,  results of
            operations and financial condition.

            (L) Intangible Assets

            The  Company  follows  the  provisions  of FASB  Statement  No. 142,
            Goodwill and Other  Intangible  Assets.  Pursuant to Statement  142,
            goodwill  and  intangible  assets  acquired  in a purchase  business
            combination and determined to have  indefinite  useful lives are not
            amortized,  but instead  tested for  impairment at least annually in
            accordance with the provisions of Statement 142.  Statement 142 also
            requires  that  intangible  assets with  estimable  useful  lives be
            amortized  over their  respective  estimated  useful  lives to their
            estimated residual values, and reviewed for impairment in accordance
            with FASB  Statement No. 144,  Accounting for Impairment or Disposal
            of Long-Lived Assets.  Intangible  assets,  which consist of license
            rights to patents, are amortized using the straight-line method over
            the license rights of 15 years.


                                       10
<PAGE>

                ADVANCED SPORTS TECHNOLOGIES, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2005 AND 2004


            (M) Research and Development

            The  Company   accounts  for  research  and  development   costs  in
            accordance  with SFAS No. 2, Accounting for Research and Development
            Costs.  Under SFAS No. 2, all research and development costs must be
            charged to expense as incurred.  Accordingly,  internal research and
            development costs are expensed as incurred. Third party research and
            development  costs are expensed  when the  contracted  work has been
            performed  or as  milestone  results  have  been  achieved.  Company
            sponsored research and development costs related to both present and
            future  products  are  expensed  in  the  period   incurred.   Total
            expenditures  on research  and  development  incurred  for the years
            ended  December  31, 2005 and 2004,  and for the period from May 28,
            2003 to  December  31,  2005 were $ 49,728,  $64,740,  and  $126,969
            respectively.

            (N) Impairment of Long-Lived Assets

            The Company has adopted SFAS No. 144, which requires that long-lived
            assets and certain  identifiable  intangible assets held and used by
            the Company are reviewed for impairment  whenever  events or changes
            in  circumstances  indicate that the carrying amount of an asset may
            not be recoverable.  Events relating to  recoverability  may include
            significant  unfavorable changes in business  conditions,  recurring
            losses, or a forecasted  inability to achieve  break-even  operating
            results  over  an  extended  period.   The  Company   evaluates  the
            recoverability  of  long-lived  assets  annually.  SFAS No. 144 also
            requires  that  assets to be disposed of be reported at the lower of
            the carrying amount or the fair value less costs to sell.

            (O) Recent Accounting Pronouncements

            Statement  of  Financial  Accounting  Standards  ("SFAS")  No.  151,
            "Inventory  Costs - an amendment of ARB No. 43, Chapter 4"" SFAS No.
            152,  "Accounting  for Real Estate  Time-Sharing  Transactions  - an
            amendment  of  FASB  Statements  No.  66  and  67,"  SFAS  No.  153,
            "Exchanges of Non-monetary  Assets - an amendment of APB Opinion No.
            29," and SFAS No. 123 (revised  2004),  "Share-Based  Payment," were
            recently issued.  SFAS No. 151, 152, 153 and 123 (revised 2004) have
            no current  applicability  to the  Company and have no effect on the
            financial statements.

NOTE 2      RESTATEMENT

            The Company has revised the classification of certain impairments in
            the  statement of operation  based on comments it received  from the
            Securities and Exchange Commission.  The  reclassifications  did not
            result in a change to total net loss and there  were no  changes  to
            the consolidated  balance sheet and  consolidated  statement of cash
            flow.

            A summary of significant effects of the restatement is as follows:

<TABLE>
<CAPTION>
                                             For the Year Ended                        For the Year
                                              December 31, 2005                       Ended December
                                                (As Previously       Amount of          31, 2005
                                                   Reported)          Change          (As Restated)
                                                -------------      -------------      -------------
<S>                                             <C>                <C>                <C>
Statement of Operations

Total Operating Expenses                        $     612,511      $   1,065,729      $   1,678,240

Net loss from operations                             (612,511)        (1,065,729)        (1,678,240)

Total Other Income (Expense)                       (1,084,013)         1,065,729            (18,284)

Net loss                                           (1,696,989)                --         (1,696,989)

Net loss per common share - basic and diluted           (0.05)                --              (0.05)
</TABLE>

NOTE 3      PROPERTY AND EQUIPMENT

            Property and equipment at December 31, 2005 consisted of the
            following:

              Diagnostic equipment                                $      30,000
              Office equipment                                            4,812
              Less accumulated depreciation                             (16,889)
              Less impairment                                           (16,200)
                                                                  -------------
                                                                  $       1,723
                                                                  =============


                                       11
<PAGE>

                ADVANCED SPORTS TECHNOLOGIES, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2005 AND 2004


            Depreciation  expense for the years ended December 31, 2005 and 2004
            and for the  period  from  May 28,  2003 to  December  31,  2005 was
            $12,056, $4,767 and $16,889.

NOTE 4      LICENSE AGREEMENT

            During  2003,  the  Company  purchased  the  license  rights  to the
            bio-cybernetic technology and frequency analysis technology for cash
            of $100,000 and 16,500,000  shares of common stock with a fair value
            of  $1,650,000.  The license period expires March 2018. On September
            16, 2005, a new  agreement  superseding  this license  agreement and
            other  agreements  was entered into (see Note 8). As a result of the
            termination  of  the  exclusive  license   agreement,   the  Company
            recognized  a loss  on the  termination  of  the  exclusive  license
            agreement  of  $924,421  and the  inability  of the Company to raise
            capital  impaired  our ability to realize  the future new  exclusive
            right of $141,308.  The Company  issued  6,500,000  warrants for the
            non-exclusive rights to the bio-cybernetic technology in 2005.

            A  non-transferable  warrant for 6,500,000 common shares at $.01 per
            share was issued as part of the merger.  This warrant is exercisable
            between January 1, 2007 and December 31, 2014. The fair value of the
            warrant  was  estimated  on the grant date  using the  Black-Scholes
            option  pricing  model as  required  by SFAS 123 with the  following
            assumptions:  expected  dividend yield 0%,  volatility 1%, risk-free
            rate of return of 3.28% and expected  life of 7 years.  The value of
            $143,238  was  recorded  as  intangible  license  rights and will be
            amortized over the patent life of approximately 14 years.

            Licenses at December 31, 2005 were as follows:

              License                                             $     143,238
              Less - accumulated depreciation                            (1,930)
                   - impairment                                        (141,308)
                                                                  -------------
                                                                  $          --
                                                                  =============

            During the years  ended  December  31,  2005 and 2004 and the period
            from  May 28,  2003 to  December  31,  2005,  the  Company  recorded
            amortization   expense   of   $88,983,    $127,272,   and   $216,255
            respectively.  During  2005,  the Company  recognized  a loss on the
            settlement with the license holder of $1,065,729.


                                       12
<PAGE>

                ADVANCED SPORTS TECHNOLOGIES, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2005 AND 2004


NOTE 5      DUE TO OFFICER

            During 2003,  an officer  advanced the Company  $15,413 for start-up
            and operating  expenses.  As of December 31 2005, total advances and
            loans were $15,413 (See Note 5).

NOTE 6      LOANS PAYABLE - RELATED PARTY

            During 2005, the Company received loans payable from a related party
            of $49,657. The loans are unsecured, due on demand and bear interest
            of 10% per annum.

NOTE 7      STOCKHOLDERS' EQUITY

            (A) Common Stock Issued for Cash

            During 2003,  the Company issued 2,500 shares of common stock to its
            founder for cash of $250 ($0.10 per share).

            During 2003,  the Company  issued 800,000 shares of common stock for
            cash of $80,000 ($0.10 per share).

            During 2003,  the Company  issued 277,778 shares of common stock for
            cash of $125,000 ($0.45 per share).

            During 2004,  the Company  issued 672,231 shares of common stock for
            cash of $302,503 ($0.45 per share).

            During 2005, the Company issued 11,097,500 shares of common stock to
            the stockholders of Advanced Sports upon completion of the merger at
            the net asset value of the assets acquired.

            (B) Common Stock Issued for Services

            During 2003, the Company issued 7,125,000 shares of common stock for
            officer  compensation  valued for financial  accounting  purposes at
            $712,500  ($0.10 per share) based upon recent cash offering  prices.
            The initial  2,500 shares issued upon  formation of the  corporation
            were purchased for $.10 per share.

            During 2003,  the Company issued  16,500,000  shares of common stock
            for licensing  rights valued for  financial  accounting  purposes at
            $1,650,000  ($0.10 per share,  the price paid for the initial  2,500
            shares issued upon formation of the  corporation)  based upon recent
            cash offering prices. During 2005, these 16,500,000 shares of common
            stock  were  cancelled  pursuant  to a  settlement  agreement  dated
            September  16,  2005.   Under  the  terms  of  this   agreement,   a
            nontransferable  warrant for  6,500,000  common  shares at $ .01 per
            share was issued for the nonexclusive rights to the technology. This
            warrant is  exercisable  between  January 1, 2007 and  December  31,
            2014.  The fair value of the warrant was estimated on the grant date
            using the Black-Scholes option pricing model as required by SFAS 123
            with  the  following   assumptions:   expected  dividend  yield  0%,
            volatility  1%,  risk-free  interest  rate of  return  of 3.28%  and
            expected  life of 7 years.  The value of  $143,238  was  recorded as
            intangible license rights and will be amortized over the patent life
            of approximately 14 years.


                                       13
<PAGE>

                ADVANCED SPORTS TECHNOLOGIES, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2005 AND 2004


            During 2003, the Company issued 8,200,000 shares of common stock for
            consulting  services  valued for  financial  accounting  purposes at
            $820,000 based upon recent cash offering prices.

            During 2005, the Company issued  5,000,000 shares of common stock to
            its  Chief  Executive  Officer  and  President  in  recognition  and
            consideration  of his  service as an  officer  and  director  of the
            Company  since June 2003 and his  contributions  to the progress and
            development of the Company. For financial accounting purposes, these
            shares were valued at $150,000  ($0.03 per share)  based upon recent
            market prices of the Company.

            (C) In-Kind Contribution

            During 2005,  the Company  recorded  additional  paid-in  capital of
            $12,000 for the fair value of rent contributed to the Company by its
            president.

            (D) Warrant

            A  non-transferable  warrant for 6,500,000 common shares at $.01 per
            share was issued as part of the merger.  This warrant is exercisable
            between January 1, 2007 and December 31, 2014. The fair value of the
            warrant  was  estimated  on the grant date  using the  Black-Scholes
            option  pricing  model as  required  by SFAS 123 with the  following
            assumptions:  expected  dividend yield 0%,  volatility 1%, risk-free
            rate of return of 3.28% and expected  life of 7 years.  The value of
            $143,238  was  recorded  as  intangible  license  rights and will be
            amortized over the patent life of approximately 14 years.

NOTE 8      RELATED PARTY TRANSACTIONS

            During 2003, the Company issued  7,125,000 shares of common stock to
            its President for services with a fair value of $712,500.

            During 2003,  an officer  advanced the Company  $15,413 for start-up
            and  operating  expenses.   The  advance  is  non-interest  bearing,
            unsecured and due on demand.

            During 2005, 2004 and 2003, the Company  recorded  royalty  expenses
            due  to  a  related   party  of  $150,000,   $187,813  and  $15,625,
            respectively.


                                       14
<PAGE>

                ADVANCED SPORTS TECHNOLOGIES, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2005 AND 2004


            During 2005, a  stockholder  loaned the Company  $49,656 for working
            capital.  The loan bears  interest at 10%, is  unsecured  and due on
            demand.

            During 2005, the Company issued  5,000,000 shares of common stock to
            its  Chief  Executive  Officer  and  President  in  recognition  and
            consideration  of his  service as an  officer  and  director  of the
            Company  since June 2003 and his  contributions  to the progress and
            development of the Company. For financial accounting purposes, these
            shares were valued at $150,000  ($0.03 per share)  based upon recent
            market prices of the Company.

            During 2005, the Company settled a dispute with a related party. The
            settlement   agreement  called  for  the  related  party  to  return
            16,500,000  shares of common stock to the company and the company to
            give back the exclusive rights to the patent. The shares were valued
            on the date of  settlement  and the  company  recorded a loss on the
            settlement of $1,065,729.

NOTE 9      COMMITMENTS AND CONTINGENCIES

            (A) License Agreement

            During 2003, the Company  acquired the North America  license rights
            to the bio-cybernetic  technology and frequency analysis  technology
            covered by U.S.  Patent  6,145,228 and  copyright  TXU 856-320.  The
            license  period is for the life of the  patent or for 15 years  from
            the first sale of products  developed using the license rights.  The
            agreement  requires  a  royalty  payment  of 5% of all  sales  after
            initial sales of $3,000,000 or 50 units,  minimum royalties equal to
            12.5% of all  equity  raised  in the fist  year and  minimum  annual
            royalties of  $250,000,  thereafter.  On  September  16, 2005, a new
            agreement  superseding  the  previous  license  agreement  and other
            agreements  was entered into.  This new  agreement  provided for the
            return for cancellation of 16,500,000 shares of Company common stock
            owned by the  inventor,  the  issuance  to him of a  nontransferable
            warrant to purchase  6,500,000  shares of common  stock at $ .01 per
            share  exercisable  between  January 1, 2007 and  December 31, 2014,
            agreement   that   $310,000   was  due  him  payable  in   quarterly
            installments of $ 50,000  beginning for the quarter starting July 1,
            2006  and  a  non-exclusive  license  agreement.  The  non-exclusive
            license   agreement   is  for  North   America   covering  the  same
            technology/products as before with a royalty of 5% of the sale price
            for each device sold to a customer within the defined territory. The
            minimum royalty,  beginning in 2006, is $ 250,000 per year,  payable
            in  installments  every  two  months  beginning  on the  last day of
            February  2006. The license may be cancelled at any time for failure
            to pay.  The  inventor  also may  license the product in the defined
            territory to two other companies with certain exceptions that expire
            beginning  January 1, 2008. As of December 31, 2005, the Company has
            not sold any  products  and has accrued  $310,000 due to the license
            holder.  As a result of the  termination  of the  exclusive  license
            agreement,  the Company  recognized a loss on the termination of the
            exclusive license agreement of $1,065,729.


                                       15
<PAGE>

                ADVANCED SPORTS TECHNOLOGIES, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2005 AND 2004


            (B) Employment Agreement

            During 2003, the Company  entered into an employment  agreement with
            an individual to assume the position of Chief Executive  Officer and
            President  for a term of five years at an annual  salary of $250,000
            upon  the  Company  raising  $500,000  in  equity  financing,   with
            additional annual increases of 10% every July 1 over the life of the
            agreement.  The  agreement  also  calls for the  officer  to receive
            fringe benefits and participate in all Company  employment  benefits
            as approved by the Board of Directors.  As of December 31, 2005, the
            Company has not raised the minimum  equity capital and no salary has
            been accrued or paid.

NOTE 10     INCOME TAXES

            Income tax expense (benefit) for the periods ended December 31, 2005
            and 2004 is summarized as follows:

                                                        2005            2004
                                                     -----------    -----------
            Current:
              Federal                                $        --    $        --
              State                                          465            465
              Deferred - Federal and State                    --             --
                                                     -----------    -----------

            Income tax expense (benefit)             $       465    $       465
                                                     ===========    ===========

            The Company's tax expense  differs from the  "expected"  tax expense
            for the periods ended December 31, 2005 and 2004 as follows:

                                                        2005            2004
                                                     -----------    -----------

            U.S. Federal income tax expense
              (benefit)                              $  (576,976)   $  (192,921)
            State income tax expense (benefit)               465            465
            Permanent difference                         366,428             --
            Effect on net operating loss
              carryforward                               210,548        192,921
                                                     -----------    -----------

                                                     $       465    $       465
                                                     ===========    ===========

            The  tax  effects  of  temporary   differences  that  give  rise  to
            significant  portions  of  deferred  tax assets and  liabilities  at
            December 31, 2005 and 2004 are as follows:


                                       16
<PAGE>

                ADVANCED SPORTS TECHNOLOGIES, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2005 AND 2004


                                                        2005            2004
                                                     -----------    -----------
            Deferred tax assets:
              Net operating loss carryforward        $   210,548    $   192,921
                                                     -----------    -----------

              Total gross deferred tax assets            210,548        192,921
            Less valuation allowance                     210,548        192,921
                                                     -----------    -----------

              Net deferred tax assets                $        --    $        --
                                                     ===========    ===========

            At  December  31,  2005,  the  Company  had  a  net  operating  loss
            carryforward of approximately $2,907,000 for U.S. Federal income tax
            purposes  available to offset future taxable income expiring through
            2025.  The net  change in the  valuation  allowance  during the year
            ended December 31, 2005 was an increase of $210,548.

NOTE 11     GOING CONCERN

            As reflected in the accompanying  financial statements,  the Company
            is in the  development  stage with a working  capital  deficiency of
            $277,229, a stockholders' deficiency of $485,506 and a negative cash
            flow  from  operations  of  $436,313  from  inception.  This  raises
            substantial  doubt about its ability to continue as a going concern.
            The  ability  of the  Company  to  continue  as a going  concern  is
            dependent on the Company's  ability to raise additional  capital and
            implement its business plan. The financial statements do not include
            any adjustments  that might be necessary if the Company is unable to
            continue as a going concern.

            Management  is  attempting  to access  the  public  markets to raise
            additional  equity  capital to implement  its business  plan. We are
            seeking  to raise a minimum of $1  million  during  the next  twelve
            months  which we  estimate  we will  need to bring  our  product  to
            market. If we are unsuccessful at raising sufficient capital to fund
            our  operations,  for  whatever  reason,  we may be  forced  to seek
            opportunities  outside of our new corporate focus or to seek a buyer
            for our  business  or another  entity  with which we could  partner.
            Ultimately, if all of these alternatives fail, we may be required to
            cease operations and seek protection from creditors under applicable
            bankruptcy laws.

            Management  believes  that actions  presently  being taken to obtain
            additional  funding and implement  its  strategic  plans provide the
            opportunity for the Company to continue as a going concern.

NOTE 12     SUBSEQUENT EVENT

            As of April 7, 2006,  the Company has not raised  additional  equity
            capital.  It was  unable to make the  minimum  royalty  payment of $
            50,000 due on February 28, 2006.

            During 2006, a stockholder  advanced the Company $11,142 for working
            capital. The advances are non-interest bearing, unsecured and due on
            demand.


                                       17
<PAGE>

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                            ODYSSEY OIL AND GAS, INC.
                                  (Registrant)

          Dated: July 7, 2006


          By: /s/ Arthur Johnson
              --------------------------------------
              Arthur Johnson
              Principal Executive Officer,
              President, and Chief Financial Officer