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

                                   FORM 10-KSB

         [x] ANNUAL REPORT UNDER PURSUANT TO SECTION 13 OR 15(d) OF THE
               SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR
                             ENDED DECEMBER 31, 2004

                                       OR

     [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ____ TO ____

                        Commission File Number: 333-85306

                               PUREZZA GROUP, INC.
        (Exact name of small business issuer as specified in its charter)

           Florida                                      65-1129912
  (State  or  other   jurisdiction  of         (IRS Employer Identification No.)
   incorporation or organization)

             936A Beachland Boulevard Suite 13, Vero Beach, FL 32963
                    (Address of principal executive offices)

                                 (772) 231-7544
                           (Issuer's telephone number)

       SECURITIES REGISTERED UNDER SECTION 12(b) OF THE EXCHANGE ACT: NONE

         SECURITIES REGISTERED UNDER SECTION 12(g) OF THE EXCHANGE ACT:
                                      NONE

      Check  whether the issuer:  (1) filed all reports  required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days. YES X NO____.

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

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

      As of March 4, 2005,  58,000,000  shares of the registrant's  Common Stock
were outstanding. The aggregate market value of the voting common equity held by
non-affiliates  (based on the closing bid price of such stock of $0.10 per share
as reported on March 4, 2005 by the NASD  Over-the-Counter  Bulletin  Board) was
approximately $881,500.

                      DOCUMENTS INCORPORATED BY REFERENCE:

                                      None

           Transitional Small Business Disclosure Format (Check One):
                                  Yes ____ No  X


<PAGE>


                                TABLE OF CONTENTS

Item Number and Caption                                                     Page

PART I


Item 1.    Description of Business.............................................1

Item 2.    Description of Properties...........................................6

Item 3.    Legal Proceedings...................................................7

Item 4.    Submission of Matters to a Vote of Security Holders.................7


PART II

Item 5.    Market for Common Equity and Related Stockholder Matters............7

Item 6.    Management's Discussion and Analysis or Plan of Operations.........11

Item 7.    Financial Statements...............................................15

Item 8.    Changes in and Disagreements With Accountants
           on Accounting and Financial Disclosure.............................15

PART III

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

Item 10.   Executive Compensation.............................................17

Item 11.   Security Ownership of Certain Beneficial Owners and Management.....18

Item 12.   Certain Relationships and Related Transactions.....................19

Item 13.   Exhibits and Reports on Form 8-K...................................19

Item 14.   Controls and Procedures............................................20

Item 15.   Principal Accountant Fees and Services.............................21


<PAGE>



                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS.

Summary

      Purezza Group, Inc. ("we",  "us", "our", or the "Company") plans to seek a
target company with which to merge or to complete a business combination. In any
transaction, we will be the surviving entity, and our stockholders will retain a
percentage ownership interest in the post-transaction company. The amount of the
retained  equity  ownership  by  our  stockholders  will  be  negotiated  by our
management  and the target  company.  We  currently  have no relevant  operating
business, revenues from operations or assets.

      We will not  restrict  our search to any  specific  business,  industry or
geographic  location,  and we may participate in a business venture of virtually
any kind or nature.  This  discussion  of our plan for  acquiring  an  operating
business is purposefully  general,  and it is not meant to be restrictive of the
virtually  unlimited  discretion to search for and enter into potential business
opportunities.  We anticipate  that we will be able to  participate  in only one
potential  business venture because of our nominal assets and limited  financial
resources.

      To date, we have not generated any  significant  revenues.  We may require
additional financing to execute our plan to acquire an operating company.


History and Recent Developments

      We are a Florida chartered development stage corporation  headquartered in
Vero Beach,  Florida. We were incorporated on August 9, 2001 to market a product
called  Phoslock.  Phoslock  is a  patented  product  that  efficiently  removes
phosphorus and other  oxyanions in natural and industrial  waters and wastewater
streams.   Prior  to  April  22,  2004,  our  activities  consisted  of  capital
transactions, organization, and development of the Phoslock product line.

      Phoslock was developed in 1996 by CSIRO, an Australian  Government Agency,
a research tank of 6,500 scientists.  The product was being used in Australia by
Integrated  Minerals  Technology  ("Integrated"),  a private  Australian company
selected by CSIRO to promote the commercial  applications of the product. We had
a sublicense  agreement with Integrated  that allowed us to manufacture,  market
and  distribute  the  Phoslock  product to the United  States,  Canada,  Mexico,
Central America and South America.

      We initially filed an SB-2 Registration Statement with the SEC on April 1,
2002. The  registration  statement was a secondary  offering by certain existing
shareholders of the Company. The registration statement covered 67,600 shares of
our common stock being offered by such selling  shareholders at a price of $1.10
per share. The registration  statement was declared  effective on April 1, 2003.
Since this was a secondary  offering,  we did not receive any proceeds  from the
sale of such shares.

      Our operating capital was derived primarily from private placements of our
restricted  common stock as well as a  convertible  debenture  in the  principal
amount of $600,000.

      In January 2004,  our President,  Leonard  Perle,  resigned as a result of
failing  health.  The Company filed an 8-K, which stated:  "Leonard M. Perle has
informed  the  Company  that due to  failing  health  and at the  advice  of his
doctors,  that he is resigning  as President  and from the Board of Directors of
Purezza Group,  Inc. Mr. Perle has not informed the Company that his resignation
is because of a disagreement on any matter relating to the Company's operations,
policies or practices."

      In reviewing our current  operations,  both managerial and financial,  our
board  determined that our business may best be conducted as a private  company.
Accordingly  we  decided,  to divest  ourselves  of our  current  operations  by
"spinning" them off to its stockholders.  The effect of this will be to create a
publicly traded "shell".

                                       1
<PAGE>

      On April 23, 2004, we  transferred  all of our assets  including,  cash on
hand,  the Phoslock  product  line,  and all of our rights under the  sublicense
agreement for the use of the Phoslock product line, to Purezza  Marketing,  Inc.
("PMI"),  a wholly owned  subsidiary of the Company.  Our license  agreement was
with Integrated and provided for certain fixed royalty  payments by the Company.
As part of our asset  transfer to PMI,  PMI assumed  all  liabilities  under the
license  agreement,  which assumption was consented to by Integrated.  Since the
original  cost of the license had already been  expensed in a prior year and the
previously required royalty payments had been waived,  there is no effect on the
balance  sheet  as of  December  31,  2004  due  to  the  license  transfer  and
assumption.

      Immediately  following the asset  transfer to PMI, we distributed on a pro
rata basis all of our stock  ownership in PMI to the holders of our common stock
(the  "Distribution").  As a result of this transfer and the  Distribution,  PMI
will operate  independently from the Company and as a successor to the Company's
business  and  operations.  The  Distribution  was  accounted  for as a disposed
operation  pursuant to  Statement  of  Financial  Accounting  Standards  No. 144
"Accounting for the Impairment or Disposal of Long-Lived Assets".

      As a result of the asset transfer and the Distribution,  we no longer have
any meaningful  business  assets,  operations or sources of revenue.  We plan to
pursue and  negotiate a business  combination  or other  strategic  transaction.
Ultimately, the continuation of the Company as a going concern is dependent upon
the  establishment  of profitable  operations.  Because the achievement of these
plans in  dependent  on future  events,  there can be no  assurance  that future
profitable operations will occur as planned.

      In an  equity  for debt  transaction  on  April  23,  2004,  International
Equities Group, Inc. ("IEG") converted a $600,000  convertible  debenture issued
by us into  37,185,000  shares of our common stock.  Following this  conversion,
Keating  Reverse  Merger Fund,  LLC ("KRM Fund"),  pursuant to a Stock  Purchase
Agreement,  acquired from IEG 37,185,000  shares of the Company's  common stock.
Effective  as of the  closing  of the  Stock  Purchase  Agreement,  Larry  Legel
resigned  as the  Chairman  of  the  Company's  Board  of  Directors  and as its
President,  and Kevin R. Keating was appointed as the sole Director,  President,
Treasurer and Secretary of the Company.  Concurrently,  the principal  executive
office of the  Company  was moved to 936A  Beachland  Boulevard,  Suite 13, Vero
Beach, FL 32963.

      In order to fund the Company's  working  capital needs, on April 26, 2004,
we sold to KRM Fund  5,000,000  shares of common  stock at a  purchase  price of
$0.01  per  share,  for an  aggregate  consideration  of  $50,000.  Further,  on
September  15, 2004, we sold to KRM Fund  5,000,000  shares of common stock at a
purchase price of $0.01 per share, for an aggregate consideration of $50,000 for
working capital.

      On April 26, 2004,  2,000,000  shares of the  Company's  common stock were
issued  to Kevin R.  Keating,  the  Company's  sole  officer  and  director,  as
compensation  for services valued by the Company at $20,000.  On April 26, 2004,
500,000  shares of the  Company's  common stock were issued to Bertrand T. Ungar
for consulting services valued by the Company at $5,000.

      On September 15, 2004,  500,000 shares of the Company's  common stock were
issued to an financial  consulting  firm, as compensation for services valued by
the Company at $5,000.

      We plan to pursue and negotiate a business  combination  with an operating
company.  Ultimately,  our continuation as a going concern is dependent upon the
establishment of profitable  operations.  Because the achievement of these plans
in dependent on future events,  namely a business  combination with an operating
company,  there can be no assurance that future profitable operations will occur
as planned.

Letter of Intent

      On September  24, 2004, we entered into a Letter of Intent to acquire Puda
Investment Holding Limited, a company incorporated under the laws of the British
Virgin Islands  ("Puda").  Puda is the holding  company of Shanxi Puda Resources
("Shanxi"), a company formed in June 1995 and currently headquartered in Taiyuan
City, Shanxi province, China.

                                       2
<PAGE>

      Under the transactions  contemplated  under the Letter of Intent,  we will
acquire all of the issued and  outstanding  shares of Puda's  capital stock from
Puda's existing  stockholders ("Puda  Stockholders").  In the exchange,  we will
issue  shares of our common  stock to the Puda  Stockholders  in such  amount so
that, immediately after giving effect to the acquisition,  the Puda Stockholders
will own in the aggregate 90% of the Company's issued and outstanding  shares of
common stock. At the close of the  transaction,  it is  contemplated  that a new
board of directors  will be  designated  by the Puda  Stockholders  and that the
board  will  include  one  member  to be  designated  by KRM Fund,  our  current
principal  shareholder.  After the payment of certain  transaction  related fees
(including  the issuance of the  Company's  common stock to certain  finders and
advisors),  the  current  stockholders  of  the  Company  are  expected  to  own
approximately 5% of the issued and outstanding  common stock after completion of
the transaction with Puda.

      Our  completion  of the  acquisition  is  subject to the  negotiation  and
execution of a  definitive  acquisition  agreement,  the  completion  of certain
corporate restructurings to comply with applicable foreign laws and regulations,
and the delivery of financial  statements of Puda and its subsidiaries  prepared
in accordance with generally accepted accounting principles in the United States
of America.  There can be no assurances that these  conditions will be satisfied
or that the acquisition will be completed.

      Shanxi was formed in June, 1995 in Taiyuan City, Shanxi province, China by
Ming Zhao.  Shanxi  focuses on high value added coal washing  processes.  In the
coal  washing  process  raw  coal is  cleaned  by using  Puda's  water-supported
technology.  The cleaned coal produced by Shanxi is well suitable for processing
into coking  coal,  which is an essential  raw  material  for steel  production.
Currently,  Shanxi is one of the top washed coal  suppliers in Shanxi  province.
Shanxi  province has the biggest coal reserves in China,  and commands more than
50% of coal production in China.

      Shanxi's  sells washed coal  primarily to coal coking and coal  processing
plants which require high quality coal. Coal washed by Shanxi is used by some of
the top steel  businesses in China  including  Taiyuan Iron & Steel (Group) Co.,
Ltd.,  which is an iron and steel  complex  producing  steel plate and stainless
steel;  Baotou Iron and Steel (Group)  Company,  Limited,  which is a production
base of iron and steel; and Beijing Coal Coke Chemical  Corporation,  which is a
coal gas supplier in Beijing.

Employees

      During 2003, Mr. Larry Legel served as Chief Administrative Officer, Chief
Financial Officer,  Chief Accounting  Officer,  Secretary and Treasurer.  Due to
health issues, Mr. Leonard Perle resigned as President,  Chief Executive Officer
and Director effective January 27, 2004 and terminated his employment  agreement
on the same date. Pursuant to the resignation of Mr. Perle effective January 27,
2004, Mr. Legel was elected  President,  Chief Executive Officer and Director in
addition to his then current  titles.  On February 25, 2004,  our board approved
the  return  of  Leonard  Perle's  900,000  shares of  common  stock,  which had
previously  been  issued to him as  executive  compensation.  These  shares were
returned in connection with his resignation.

      Under  his  employment  agreement,  Leonard  Perle was  granted  7,000,000
options  exercisable at prices  ranging from $0.50 to $7.00 per share,  based on
meeting certain revenue or earnings levels (5,500,000  options based on specific
earnings levels,  with a minimum $250,000 in earnings;  and 1,500,000 options at
specific  revenue levels,  with a minimum $1 million in revenue).  In connection
with Mr. Perle's resignation, these options were cancelled.

      Currently,  we do not have any  employees.  Our sole officer and director,
Kevin R.  Keating,  serves in such  capacities  without  salary  or bonus.  Upon
accepting  his position as an officer and director on April 26, 2004,  we issued
shares of our common stock to Mr. Keating as compensation for services rendered.

      We have entered  into a contract  with Vero  Management,  LLC ("Vero") for
managerial and  administrative  services.  Vero has not been engaged to provide,
and Vero does not render,  legal,  accounting,  auditing,  investment banking or
capital  formation  services.  Vero is owned and managed by Mr. Keating.  We pay
Vero $1,000 per month for services provided to us.

                                       3
<PAGE>

Risk Factors

      An  investment  in our  common  stock  involves  investment  risks and the
possibility  of the  loss of an  investor's  entire  investment.  A  prospective
investor should evaluate all information about us and the risk factors discussed
below in relation to his financial circumstances before investing in us.

      1. No Current Operating Business.  We currently have no relevant operating
business,  revenues from  operations  or assets.  Our business plan is to seek a
merger or business  combination with an operating  business.  We face all of the
risks  inherent  in the  investigation,  acquisition,  or  involvement  in a new
business  opportunity.  An investor's  purchase of any of our securities must be
regarded as placing funds at a high risk in a new or "start-up" venture with all
of the unforeseen  costs,  expenses,  problems,  and  difficulties to which such
ventures are subject.

      2. No Assurance of Success or Profitability. There is no assurance that we
will acquire a suitable and favorable  business  opportunity in a reverse merger
transaction.  In addition, even if we become involved in a business opportunity,
there is no assurance  that the business we acquire  will  generate  revenues or
profits,  or that the value of our common stock will increase as a result of the
acquired business opportunity.

      3.  Possible  Business  - Not  Identified  and  Highly  Risky.  Except  as
otherwise discussed with respect to the Letter of Intent, we have not identified
and have no commitments to enter into or acquire a specific business opportunity
and therefore we can disclose the risks and hazards of a business or opportunity
that we acquire  only in a general  manner,  and cannot  disclose  the risks and
hazards of any specific business or other opportunity that we may enter into. An
investor can expect a potential  business  opportunity  to be quite  risky.  Our
acquisition  of or  participation  in a business  opportunity  could result in a
total  loss  to our  investors  and  stockholders  if  the  target  business  is
unsuccessful. Further, any investment in us may continue to be highly illiquid.

      4. Type of Business Acquired.  Except as otherwise  discussed with respect
to the  Letter of  Intent,  the type of  business  that may be  acquired  is not
identified.  Therefore,  our  investors  and  stockholders  have  to rely on our
management  to  determine  which  target  business  to  pursue.   There  are  no
controlling  parameters  of the business to be  acquired.  Thus,  ultimately  an
investment will depend on the target business and therefore investors in us will
be  subject  to all the  risks  that  would be  associated  with  that  selected
business.  Our  management may have the right to approve and authorize a reverse
merger  transaction  with a target  company  without  obtaining  the vote of the
majority of our stockholders.

      5. Impracticability of Exhaustive Investigation. We have limited funds and
lack full-time  management  which will likely make it impracticable to conduct a
complete and  exhaustive  investigation  and analysis of a business  opportunity
before we commit our  limited  capital and other  resources  to acquire a target
business. Management decisions,  therefore, likely will be made without detailed
feasibility studies,  independent analysis,  market surveys, and the like which,
if we  had  more  funds  available  to  us,  would  be  desirable.  We  will  be
particularly  dependent in making  decisions  upon  information  provided by the
promoter,  owner,  sponsor,  or others associated with the business  opportunity
seeking to be acquired by us.

      6. Lack of Diversification. Because of our limited financial resources, it
is unlikely that we will be able to diversify our  acquisitions  or  operations.
The inability to diversify our  activities  into more than one area will subject
our  investors and  stockholders  to economic  fluctuations  within a particular
business  or industry  and  therefore  increase  the risks  associated  with the
investment.  We only intend to acquire a single  business  opportunity  and thus
your investment will lack diversification.

      7. Possible Reliance upon Unaudited Financial Statements.  We will require
audited  financial  statements from target companies that we propose to acquire.
No assurance can be given, however, that audited financials will be available at
the closing of the reverse merger transaction. In cases where audited financials
are unavailable,  we will have to rely upon unaudited  information received from
target companies' management that has not been verified by outside auditors. We,
at the time of acquisition,  will be subject to the reporting  provisions of the
Securities  Exchange Act of 1934, as amended (the "Exchange Act"), and thus will
be required  to furnish  certain  information  about  significant  acquisitions,
including audited  financial  statements for any business that the shell company
acquires. Consequently,  acquisition prospects that do not have or are unable to
obtain the required audited statements may not be appropriate for acquisition so
long as the reporting  requirements of the Exchange Act are applicable.  But, in
cases  where we have  completed  a reverse  merger  transaction  in  reliance on
unaudited  financial  statements and audited  statements cannot  subsequently be
obtained,  the  continued  ability of the  post-transaction  company to remain a
reporting company and publicly trading will be in jeopardy and may significantly
reduce the value of your investment.

                                       4
<PAGE>

      8. Investment Company Regulation. We do not intend to become classified as
an  "investment   company"  under  the  Investment  Company  Act  of  1940  (the
"Investment  Act").  We believe  that we will not become  subject to  regulation
under the  Investment  Act because (i) we will not be engaged in the business of
investing or trading in securities,  and (ii) any  acquisition  undertaken  will
result in the target company  obtaining a majority  interest in us. Should there
be  a  requirement  to  register  as  an  investment  company,  it  would  cause
significant  registration and compliance  costs. Any violation of the Investment
Act will subject us to materially adverse consequences. Should the SEC find that
we are  subject  to  the  Investment  Act,  and  order  registration  under  the
Investment  Act,  we would  resist  such  finding  and take  steps to avoid such
registration.  Irrespective  of  whether  the SEC or we were to  prevail in such
dispute about whether or not we are an investment company,  however, the damages
and delays would be costly.

      9. Other Regulation.  Any acquisition made by us may be of a business that
is subject to regulation or licensing by federal,  state, or local  authorities.
Foreign  companies may also be  considered,  and be subject to similar  business
regulations  as are  applicable  in the United States and also may be subject to
limitations on ownership by foreign  persons and entities.  Compliance with such
regulations  and  licensing  can be expected to be a  time-consuming,  expensive
process and may limit our other  investment  opportunities.  We intend to pursue
potential business  opportunities in foreign countries,  including China, and as
such, such opportunities will be subject to foreign country laws and regulations
affecting  foreign   investment,   business   operations,   currency   exchange,
repatriation  of profits,  and  taxation,  which will  increase the risk of your
investment.

      10.  Dependence  upon  Management.  We will be heavily  dependent upon the
skills, talents, and abilities of our management to implement our business plan.
Our management  may devote limited time to our affairs,  which may be inadequate
for our  business,  and may delay the  acquisition  of any business  opportunity
considered.   Furthermore,   management   has  little   experience  in  seeking,
investigating,  and  acquiring  businesses  and will  depend  upon  its  limited
business  knowledge in making decisions  regarding our acquisition of a business
opportunity.  Because  investors  will not be able to  evaluate  the  merits  of
possible  business  acquisitions  by  us,  they  should  critically  assess  the
information concerning the management.

      11.  Dependence  upon  Outside   Advisors.   To  supplement  the  business
experience of management,  we may be required to employ  accountants,  technical
experts, appraisers,  attorneys, or other consultants or advisors. Some of these
outside  advisors  may be our  affiliates  or  their  affiliated  entities.  The
selection of any such advisors will be made by our management  without any input
from stockholders.

      12. Conflicts of Interest.  Our management has other business interests to
which they will devote primary attention. As a result, conflicts of interest may
arise that can be resolved  only through the exercise by them of their  judgment
as may be consistent  with their  fiduciary  duties.  Our management will try to
resolve conflicts to the best advantage of all concerned, but there may be times
when an acquisition  opportunity is given to another entity to the  disadvantage
of our stockholders and for which there will be no recourse. It is also expected
that  we  will  engage  Keating   Securities,   LLC,  an  affiliate  of  Keating
Investments,  LLC, the managing member of our controlling stockholder, to act as
a financial advisor in connection with the reverse merger  transaction for which
it may earn a cash and/or equity fee.

      13.  Need  for  Additional  Financing.  In all  likelihood  we  will  need
additional  funds  to  take  advantage  of any  available  acquisition  business
opportunity.  Even if we were to obtain  sufficient funds to acquire an interest
in a business  opportunity,  we may not have sufficient capital to fully exploit
the  opportunity.  Our  ultimate  success  will depend upon our ability to raise
additional  capital  at  the  time  of  the  acquisition  and  thereafter.  When
additional  capital may be needed,  there can be no assurance that funds will be
available  from any  source  or,  if  available,  that they can be  obtained  on
acceptable terms.

      14. Borrowing Transactions. There is a possibility that any acquisition of
a business  opportunity by us will require  borrowing  against the assets of the
business opportunity to be acquired, or against the projected future revenues or
profits of the business  opportunity.  This leverage could increase our exposure
to larger losses.  There is no assurance that any business  opportunity acquired
through  borrowing and leverage will generate  sufficient  revenues to cover the
related debt and expenses.

                                       5
<PAGE>

      15. No Foreseeable Dividends. We do not intend to pay any dividends. We do
not  foresee  making  any cash  distributions  in the  manner of a  dividend  or
otherwise.

      16. Loss of Control by Present  Management and Stockholders.  It is likely
that any acquisition of an operating  company will result in a change in control
of the then current  directors,  officers and the stockholders.  Therefore,  our
management  prior to the  acquisition  will be  changed  to those of the  target
company and its  stockholders,  who will then control the combined  company.  At
that time, our  stockholders  will be at investment risk for the decisions about
the  business by persons that they may not know or have any ability to influence
through a board seat or by the voting mechanism of stockholders.

      17. Dilutive  Effects of Issuing  Additional  Common Stock. In any reverse
merger transaction,  for tax reasons and management  reasons,  the owners of the
target  company  will be issued a large  number of shares of common  stock which
will dilute the ownership interest of our current stockholders.  In addition, at
the time of the reverse merger,  it will be likely that there will be additional
authorized  but  unissued  shares  that  may be  later  issued  by the  then new
management for any purpose without the consent or vote of the stockholders.  The
acquisition  issuance and  additional  issuances  that may occur will dilute the
interests of our stockholders after the reverse merger transaction.

      18.  Thinly-traded  Public  Market.  Our  securities  will be very  thinly
traded,  and the  price if traded  may not  reflect  the  value of the  company.
Moreover,  there may be a reverse  split of the shares which may not reflect the
value of the company  either.  There can be no  assurance  that there will be an
active market for our shares either now or after we complete the reverse merger.
The market  liquidity  will be  dependant  on the  perception  of the  operating
business  and any steps that its  management  might take to bring the company to
the awareness of investors.  There can be no assurance  given that there will be
any  awareness  generated.  Consequently  investors may not be able to liquidate
their  investment  or  liquidate  it at a price that  reflects  the value of the
business.  If a more  active  market  should  develop,  the  price may be highly
volatile.  Because there may be a low price for our  securities,  many brokerage
firms may not be willing to effect  transactions in the  securities.  Even if an
investor finds a broker willing to effect a transaction in the  securities,  the
combination  of brokerage  commissions,  transfer fees,  taxes,  if any, and any
other  selling  costs may  exceed  the  selling  price.  Further,  many  lending
institutions  will not permit the use of such  securities as collateral  for any
loans.

      19.  Possible  Rule  144  Sales.  The  majority  of our  shares  currently
outstanding are "restricted securities" within the meaning of Rule 144 under the
Securities  Act of 1933,  as amended (the "Act").  As restricted  shares,  these
shares may be resold only  pursuant to an  effective  registration  statement or
under  the  requirements  of  Rule  144  or  other  applicable   exemption  from
registration  under the Act and as required under  applicable  state  securities
laws.  Rule  144  provides  in  essence  that a person  who has held  restricted
securities  for a period of one year may, under certain  conditions,  sell every
three months, in brokerage transactions, a number of shares that does not exceed
the  greater of 1.0% of a  company's  outstanding  common  stock or the  average
weekly trading volume during the four calendar weeks prior to the sale. There is
no  limit  on  the  amount  of  restricted  securities  that  may be  sold  by a
non-affiliate after the restricted  securities have been held by the owner for a
period of two years. Current stockholders who own 10% or more of our shares will
likely be deemed an affiliate  until 90 days after a reverse merger is completed
with a target company.  After such 90-day period,  and assuming said shares have
been held for more than two years,  these stockholders may be able to sell their
shares  without  volume  restrictions.  A sale under Rule 144 or under any other
exemption from the Act, if available, or pursuant to subsequent registrations of
our  shares,  may have a  depressive  effect upon the price of our shares in any
market that may develop.

ITEM 2. DESCRIPTION OF PROPERTIES.

      From April 26, 2004 to December 31, 2004,  we operated from the offices of
Vero. We have a management agreement with Vero under which Vero provides us with
managerial and administrative services in exchange for $1,000 per month.

                                       6
<PAGE>

      We do not own any real or  personal  property  nor do we have any plans to
acquire  any  real  or  personal  property  in the  future.  We do not  own  any
significant  business  operating  assets.  We do  not  maintain  any  policy  of
insurance to insure any property or business operations.

ITEM 3. LEGAL PROCEEDINGS.

      We are not aware of any pending or threatened  legal  proceedings in which
we are involved.

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

      During the quarter  ended  December 31,  2004,  we amended our Articles of
Incorporation with the Florida Secretary of State to authorize  5,000,000 shares
of preferred stock with such rights, preferences and designations established by
the Board of Directors  from time to time.  This  amendment  was approved by our
Board of Directors and was approved by written  consent without a meeting by our
majority  stockholder,  KRM Fund.  Written  notice of this  action was mailed to
stockholders on or about December 6, 2004.

                                     PART II

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

      Our  common  stock is  traded  from  time to time on the  over-the-counter
market, and quotations may be found in NASD's  Over-the-Counter  Bulletin Board.
Shares of our common stock are traded under the symbol "PRZA".  Our common stock
trades only  sporadically  and has  experienced  in the past, and is expected to
experience  in the future,  significant  price and volume  volatility.  Prior to
January  2004,  our common stock was  available for trading on the "pink sheets"
published by Pink Sheets LLC.  Although  our common  stock was  available on the
"pink sheets"  beginning May 27, 2003, there were no bid or ask prices posted in
2003.  In  January  2004,   our  stock  was  available  for  trading  on  NASD's
Over-the-Counter Bulletin Board. Our stock is currently available for trading on
NASD's  Over-the-Counter  Bulletin Board. Based on information  available to us,
the quotations below reflect the high and low bid quotation for our stock on the
Over-the-Counter  Bulletin Board. The quotations reflect inter-dealer prices and
do not include retail  mark-ups,  mark-downs or  commissions.  The prices do not
necessarily reflect actual transactions.


        2004                  High                Low
        ----                  ----                ---
        First Quarter          n/a                n/a
        Second Quarter      $0.080             $0.080
        Third Quarter       $0.080             $0.080
        Fourth Quarter      $0.100             $0.100


                                       7
<PAGE>


        2003                  High                Low
        ----                  ----                ---
        First Quarter          n/a                n/a
        Second Quarter         n/a                n/a
        Third Quarter          n/a                n/a
        Fourth Quarter         n/a                n/a

      As of December  31,  2004,  we had  58,000,000  shares of our common stock
outstanding.  There were  approximately 88 holders of record of our common stock
at December 31, 2004. Our transfer agent is Fidelity Transfer Company, Salt Lake
City, Utah.

      During the quarter  ended  December 31,  2004,  we amended our Articles of
Incorporation with the Florida Secretary of State to authorize  5,000,000 shares
of preferred stock with such rights, preferences and designations established by
the Board of Directors  from time to time.  At December 31, 2004,  there were no
shares of preferred stock issued or outstanding.

      We have neither paid nor declared cash distributions or dividends,  and we
do not  intend to pay cash  dividends  on our  common  stock in the  foreseeable
future.  We currently intend to retain all earnings,  if and when generated,  to
finance our operations.  The declaration of cash dividends in the future will be
determined  by the  board  of  directors  based  upon  our  earnings,  financial
condition, capital requirements and other relevant factors.

Recent Sales of Unregistered Securities.

      At various  times since  August 9, 2001 through  December  31,  2004,  the
Company has issued  shares of its common stock  without  registration  under the
Securities Act of 1933, as amended  ("Securities Act"), in reliance upon certain
exemptions  from  registration  afforded  under the  Securities  Act  including,
without limitation, the exemption afforded under Section 4(2) of Securities Act,
or under Regulation D promulgated under the Securities Act.

      The following  shares were issued in connection  with the  organization of
the Company by the founders between September 30, 2001 and November 20, 2001.

      o     On September  30, 2001,  the Company sold 5,000 shares of its common
            stock to the Company's  prior  president,  Larry Legel for $.001 per
            share, for total consideration of $50.

      o     On September 30, 2001, the Company sold 900,000 shares of its common
            stock to Leonard Perle at $.001 per share,  for total  consideration
            of $900.  Mr.  Perle became the  Company's  President on January 20,
            2002.

      o     On September  30,  2001,  the Company  sold  900,000,  shares of its
            common stock to  Pro-Finishes,  Inc. for $.001 per share,  for total
            consideration  of $900. The president of  Pro-Finishes,  Inc.,  Adam
            Perle, is the son of the company's former President, Leonard Perle.

      o     On September 30, 2001, the Company sold 500,000 shares of its common
            stock to International  Equities Group, Inc., a Florida  corporation
            100%  owned by  Joseph  Safina,  for  $.001  per  share,  for  total
            consideration of $500.

      o     On September  30, 2001,  the Company  sold  1,500,000  shares of its
            common stock to DFM Management,  Ltd., a limited partnership that is
            99%  owned  by  Joseph  Safina,  for  $.001  per  share,  for  total
            consideration of $1,500.

                                       8
<PAGE>

      o     On November  20,  2001,  the Company sold 5,000 shares of its common
            stock at $.001 per share, for total consideration of $5 to Larry and
            Brenda Legel as Tenants by the Entirety.

      o     On November 20, 2001,  the Company sold 25,000  shares of its common
            stock at $.001 per share, for total  consideration of $25 to Glacier
            Marketing  International,  Inc., a Florida corporation 100% owned by
            Larry Legel.

      o     On November  20,  2001,  the Company sold 5,000 shares of its common
            stock at $.001 per share,  for total  consideration of $5 to Glacier
            Marketing International, Inc.

      o     On November 20, 2001,  the Company sold 10,000  shares of its common
            stock at $.001 per share,  for total  consideration of $10 to Jasper
            Marketing, Inc., a Florida corporation 100% owned by Larry Legel.

The following  shares were issued  between August 31, 2001 and December 31, 2003
in connection with capital raising and other activities of the Company.

      o     On August 31, 2001,  the Company  sold 850,000  shares of its common
            stock to Gregory Nagel at $0.017 per share, for total  consideration
            of $14,386 pursuant to a Debenture and Common Stock Agreement.

      o     On September 30, 2001, the Company sold 530,000 shares of its common
            stock to Integrated  Mineral  Technology Limited at $.001 per share,
            for total consideration of $530.

      o     On September  30, 2001,  the Company  sold  5,325,000  shares of its
            common  stock  to 13  persons  at  $0.001  per  share,  for a  total
            consideration of $5,325.

      o     On November  15,  2001,  the Company sold 3,000 shares of its common
            stock to one person, at $1.00 per share, for total  consideration of
            $3,000.

      o     On November 16, 2001,  the Company sold 25,000  shares of its common
            stock to Lloyd Claycomb at $.001 per share, for total  consideration
            of $25.

      o     On November 19, 2001,  the Company sold 541,000 shares of its common
            stock to 5 persons at $.001 per share, for a total  consideration of
            $541.

      o     On November 20, 2001,  the Company issued 5,000 shares to a law firm
            in partial payment for legal services rendered. The shares issued to
            the law firm were valued at $0.02 per share, for total consideration
            of $100.

      o     On November 20, 2001,  the Company sold 149,500 shares of its common
            stock to 6 persons at $1.00 per share, for a total  consideration of
            $149,500.

      o     On November 27, 2001,  the Company sold 131,500 shares of its common
            stock to 11 persons at $1.00 per share, for a total consideration of
            $131,500.

      o     On December 14, 2001,  the Company sold 30,000  shares of its common
            stock to 3 persons at $1.00 per share, for a total  consideration of
            $30,000.

      o     On  February  25,  2002,  we  entered  into an  Amended  Convertible
            Debenture and Common Stock Agreement with Mr. Gregory Nagel in which
            we received  $600,000 in proceeds from Mr. Nagel. In connection with
            the Convertible  Debenture and Common Stock  Agreement,  we issued a
            Debenture Note payable for $600,000  convertible to 60,000 shares of
            our  common  stock at $10 per share at any time up to May 24,  2004,
            otherwise payable at 8% interest annually, plus principal payable on
            May 24, 2004.

                                       9
<PAGE>

      o     In August  2002,  the Company  repurchased  3,625,000  shares of the
            Company's  common stock from 9 shareholders  for the original amount
            paid, or $3,625 in cash.  Such shares were  immediately  canceled by
            the Company.

During the quarter  ended  December  31,  2003,  the Company  issued  options to
purchase common stock as follows:

      o     Larry Legel,  President and CEO, in the amount of 150,000 options at
            a strike  price of $0.10 per share.  The options may be exercised at
            any time for five years.  Option date is October 20, 2003. The grant
            was for services rendered and to be rendered.

      o     Snazari Family Trust,  in the amount of 250,000  options at a strike
            price of $1.00 per share.  The options may be  exercised at any time
            for three  years.  Option  date is October  27,  2003.  Grant was in
            consideration of contribution of working capital.

      o     TJP  Management,  Inc., in the amount of 250,000 options at a strike
            price of $1.00 per share.  The options may be  exercised at any time
            for three  years.  Option  date is October  27,  2003.  Grant was in
            consideration of contribution of working capital.

      o     Gregory A.  Nagel,  in the amount of  1,000,000  options at a strike
            price of $1.00 per share.  The options may be  exercised at any time
            for five  years.  Option  date is  November  5,  2003.  Grant was in
            consideration of contribution of working capital.

The following  shares were issued during 2004 in connection with capital raising
and other activities of the Company.

      o     On February 25, 2004,  the  Company's  board  approved the return of
            Leonard Perle's 900,000 shares of common stock, which had previously
            been  issued to him as  executive  compensation.  These  shares were
            returned and cancelled in connection with his resignation.

      o     On April 2, 2004,  the Company's  board  authorized  the issuance of
            900,000  shares to Better  Investments,  Inc.  as  compensation  for
            executive services provided by Larry Legel valued at $9,000.

      o     On April 9, 2004,  the Company's  board  authorized  the issuance of
            100,000  shares  of  common  stock  to  Adam  Perle  as  part of the
            termination settlement of the Pro-Finishes, Inc. sales agreement. In
            connection with this  termination,  the Company's board required the
            return  of  900,000  shares  of common  stock  previously  issued to
            Pro-Finishes, Inc.

      o     On April 21, 2004,  the Company's  board agreed to issue IEG 800,000
            shares of common stock for  marketing  compensation  to replace Adam
            Perle valued at $8,000.

      o     On April  23,  2004,  IEG  converted  the  $600,000  debenture  into
            37,185,000  shares of common  stock.  On the same day,  the KRM Fund
            purchased these shares from IEG for $350,000.

      o     On April 26,  2004,  KRM Fund  purchase  5,000,000  shares of common
            stock at $0.01 per share,  for total  consideration  of $50,000  for
            working capital.

      o     On April 26, 2004,  the Company  issued  2,000,000  shares of common
            stock to Kevin R. Keating for services rendered, valued at $20,000.

      o     On April 26, 2004, the Company issued 500,000 shares of common stock
            to Bertrand T. Ungar for serviced rendered, valued at $5,000.

      o     On September 15, 2004, KRM Fund purchased 5,000,000 shares of common
            stock  at  a  purchase   price  of  $0.01  per   share,   for  total
            consideration of $50,000 for working capital.

      o     On September 15, 2004,  the Company  issued 500,000 shares of common
            stock to a financial  consultant  for services  rendered,  valued at
            $5,000.

                                       10
<PAGE>

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

Forward-Looking Statements

      The following  discussion may contain certain  forward-looking  statements
within the meaning of Section 27A of the  Securities Act of 1933 and Section 21E
of the  Securities  Exchange  Act of 1934.  Such  statements  are intended to be
covered by the safe harbors created by such provisions. These statements include
the plans  and  objectives  of  management  for  future  growth of the  Company,
including plans and objectives  related to the  consummation of acquisitions and
future private and public issuances of the Company's equity and debt securities.
The forward-looking statements included herein are based on current expectations
that  involve  numerous  risks and  uncertainties.  Assumptions  relating to the
foregoing  involve  judgments  with  respect  to,  among  other  things,  future
economic,  competitive and market conditions and future business decisions,  all
of which are difficult or impossible to predict accurately and many of which are
beyond the  control of the  Company.  Although  the  Company  believes  that the
assumptions underlying the forward-looking statements are reasonable, any of the
assumptions could be inaccurate and,  therefore,  there can be no assurance that
the  forward-looking  statements  included  in this Form 10-KSB will prove to be
accurate.   In  light  of  the   significant   uncertainties   inherent  in  the
forward-looking  statements  included herein,  the inclusion of such information
should not be regarded as a  representation  by the Company or any other  person
that the objectives and plans of the Company will be achieved.

      The words "we," "us" and "our" refer to the Company.  The words or phrases
"would be," "will allow," "intends to," "will likely result," "are expected to,"
"will continue," "is anticipated," "estimate," "project," or similar expressions
are intended to identify  "forward-looking  statements."  Actual  results  could
differ  materially from those  projected in the forward looking  statements as a
result of a number of risks and uncertainties, including but not limited to: (a)
limited  amount of resources  devoted to achieving  our business  plan;  (b) our
failure to  implement  our  business  plan within the time period we  originally
planned to  accomplish;  (c) because we are  seeking to merge with an  operating
business  which has not yet been  identified,  you will be  unable to  determine
whether we will ever become  profitable;  and (d) other risks that are discussed
in this Form 10-KSB or included in our previous  filings with the Securities and
Exchange Commission.

Plan of Operations

General Business Plan

      Our plan of operation  is to seek a target  company with which to merge or
to complete a business combination. In any transaction, we will be the surviving
entity, and our stockholders will retain a percentage  ownership interest in the
post-transaction  company.  The amount of the retained  equity  ownership by our
stockholders will be negotiated by our management and the target company. We may
also be required to pay cash and/or  equity fees to third parties that advise us
in connection with the merger or business combination, commonly refereed to as a
reverse  merger.  These third party advisors may include  certain  affiliates of
ours and their affiliated entities.

      Typically in connection with the reverse merger  transaction  involving us
and the target  company,  there will be a capital  funding  event for the target
business on a combined basis either at the time of the reverse merger or shortly
thereafter.  This may be a private placement by either us or the target company,
if the funding event is contingent on the closing of the reverse merger.  If the
funding event is after the reverse  merger,  it will likely be a public offering
or  private  placement  of our  securities.  It will  often be the case that the
liquidity  opportunity for our existing stockholders will be tied to the ability
of the old and new investors of the target  enterprise to have  liquidity in the
market for their financial investment.  Therefore,  our stockholders may have to
continue to hold their  investment or may face competition in being able to sell
their shares in the  post-transaction  business in the public market,  which may
depress the price for such a volume of securities.

                                       11
<PAGE>

      We will not  restrict  our search to any  specific  business,  industry or
geographic  location,  and we may participate in a business venture of virtually
any kind or nature.  This  discussion  of our plan for  acquiring  an  operating
business is purposefully  general,  and it is not meant to be restrictive of the
virtually  unlimited  discretion to search for and enter into potential business
opportunities.  We anticipate  that we will be able to  participate  in only one
potential  business venture because of our nominal assets and limited  financial
resources.

      We may seek a business  opportunity  with  entities  which  have  recently
commenced operations,  or that desire to utilize the public marketplace in order
to raise additional capital in order to expand into new products or markets,  to
develop a new  product  or  service,  or for other  corporate  purposes.  We may
acquire assets and establish wholly owned  subsidiaries in various businesses or
acquire existing businesses as subsidiaries.

      We expect that the selection of a business opportunity will be complex and
risky. Due to general economic  conditions,  rapid technological  advances being
made in some  industries  and  shortages of available  capital,  we believe that
there are  numerous  potential  targets  with  either  sound  business  ideas or
operations  seeking the benefits of a shell  company that has complied  with the
federal  reporting  requirements for public  companies and is publicly  trading.
Such  benefits  may  include  facilitating  or  improving  the  terms  on  which
additional  equity  financing may be sought,  providing  liquidity for incentive
stock options or similar benefits to key employees, providing liquidity (subject
to restrictions of applicable  statutes) for all stockholders and other factors.
Potentially,  available  business  opportunities  may  occur  in many  different
industries and at various stages of development, all of which will make the task
of  comparative  investigation  and  analysis  of  such  business  opportunities
extremely  difficult and complex.  We have,  and will continue to have,  limited
capital  with which to provide  the owners of  business  opportunities  with any
significant cash or other assets. We will,  however,  be able to offer owners of
target candidates the opportunity to acquire a controlling ownership interest in
an  issuer  who has  complied  with the  reporting  requirements  under  federal
securities  laws  without  incurring  the cost and time  required  to conduct an
initial public offering.

      The analysis of new business opportunities will be undertaken by, or under
the  supervision  of, our management who will likely engage outside  advisors to
assist us in this analysis.  Some of these outside advisors may be affiliates of
ours or their  affiliated  entities.  We intend to  concentrate  on  identifying
preliminary  prospective  business  opportunities  which may be  brought  to our
attention through present associations of our officers and directors,  or by our
advisors. In analyzing prospective business opportunities, we will consider such
matters as (i) available  technical,  financial and managerial  resources;  (ii)
working capital and other financial  requirements;  (iii) history of operations,
if any and  prospects  for the  future;  (iv)  nature of  present  and  expected
competition;  (v) quality,  experience  and depth of management  services;  (vi)
potential for further research,  development or exploration; (vii) specific risk
factors not now  foreseeable  but that may be anticipated to impact the proposed
activities  of the  company;  (viii)  potential  for growth or  expansion;  (ix)
potential  for  profit;  (x) public  recognition  and  acceptance  of  products,
services or trades;  (xi) name  identification;  and (xii) other factors that we
consider relevant. As part of our investigation of the business opportunity,  we
or our advisors expect to meet  personally with or interview  management and key
personnel.

      We may also have to compensate  certain  advisors,  finders and investment
banking firms for services  rendered in connection  with the  identification  of
target   operating   companies  and  the   negotiation  and  completion  of  the
transaction. Due to our limited resources, it is expect that all or a portion of
this  compensation will be in the form of our common stock or from cash provided
by the target  company or the funding event.  Additional  issuance of our common
stock will have a further  dilutive  effect on the percentage of shares held our
stockholders. Keating Securities, LLC, an affiliate of Keating Investments, LLC,
the managing member of our controlling stockholder, will also act as a financial
advisor in connection  with the reverse  merger  transaction  and will be paid a
cash and/or equity fee upon the successful closing of the reverse merger.

      We will not acquire or merge with any company for which audited  financial
statements  cannot be obtained within a reasonable  period of time after closing
of the proposed transaction.

                                       12
<PAGE>

Acquisition Opportunities

      In implementing a structure for a particular business acquisition,  we may
become a party to a merger,  consolidation,  reorganization,  joint venture,  or
licensing agreement with another company or entity. We may also acquire stock or
assets of an existing business. Our management may have the right to approve and
authorize a reverse merger  transaction with a target company without  obtaining
the vote of the majority of our  stockholders.  Further,  upon consummation of a
reverse  merger  transaction,  it is probable  that our present  management  and
stockholders will no longer be in control of us. In addition, our management, as
part of the terms of the  reverse  merger  transaction,  may  resign  and may be
replaced by new directors without a vote of our stockholders.  Any and all sales
of shares of our common stock may only be made in compliance with the securities
laws of the United States and any applicable state.

      It is anticipated that certain  securities issued by us in connection with
the reverse merger would be issued in reliance upon exemptions from registration
under application federal and state securities laws. In some circumstances, as a
negotiated element of the reverse merger transaction,  we will be asked to agree
to register all or a part of such securities  immediately  after the transaction
is consummated or at specified times thereafter. In such a case, we will attempt
to negotiate the registration of some or all of our current  outstanding  shares
which are  restricted,  but there is no guarantee that this will be accomplished
or,  if  accomplished,   that  the  registration   rights  identical.   If  such
registration  occurs, it will be undertaken by the surviving entity after it has
successfully  consummated  a  reverse  merger  and is no  longer  considered  an
inactive  company.  The issuance of substantial  additional  securities by us in
connection  with the reverse  merger and their  potential  sale into any trading
market which may develop in our securities  may have a depressive  effect on the
value of our securities in the future. There is no assurance that such a trading
market will develop.

      While  the  actual  terms  of  a  reverse  merger  transaction  cannot  be
predicted, it is expected that the parties to any business transaction will find
it desirable to avoid the creation of a taxable event and thereby  structure the
business  transaction in a so-called  "tax-free"  reorganization  under Sections
368(a)(1) or 351 of the Internal  Revenue Code (the "Code").  In order to obtain
tax-free  treatment  under the Code,  it may be necessary  for the owners of the
acquired business to own 80 percent or more of the voting stock of the surviving
entity. In such event, the equity interest retained by our current  stockholders
would be less  than 20  percent  of the  issued  and  outstanding  shares of the
surviving  entity.  This  would  result in  significant  dilution  in the equity
interests of our stockholders.

      In addition to the tax  considerations  discussed above, it is likely that
in any reverse  merger,  and  depending  upon,  among other  things,  the target
company's assets and liabilities, the equity interests of our stockholders after
the transaction will be a small percentage of the post-transaction  company. The
percentage  ownership  may be subject to  significant  reduction in the event we
acquire a target company with significant assets and expectations of growth.

      We will  participate in a business  opportunity only after the negotiation
and  execution  of  appropriate  written  agreements.  Although the terms of the
acquisition  agreements cannot be predicted,  generally such agreements will (i)
require  specific  representations  and  warranties by all of the parties;  (ii)
specify certain events of default and remedies therefor;  (iii) detail the terms
of closing and the  conditions  which must be  satisfied  by each of the parties
prior to and after closing; (iv) outline the manner of bearing costs,  including
costs   associated   with  our   attorneys  and   accountants;   (v)  set  forth
indemnification provisions; and (vi) include miscellaneous other terms.

      As stated above, we will not acquire or merge with any entity which cannot
provide independent  audited financial  statements within a reasonable period of
time after closing of the proposed  transaction.  Included in these requirements
is the affirmative duty to file independent audited financial statements as part
of a  Current  Report  on Form  8-K,  required  to be  filed  with  the SEC upon
consummation of a merger or acquisition, as well as audited financial statements
included in an Annual Report on Form 10-K (or Form 10-KSB,  as  applicable).  If
such audited financial  statements are not available at closing,  or within time
parameters necessary to insure compliance with the reporting  requirements under
federal securities laws, or if the audited financial  statements provided do not
conform to the  representations  made by the  business to be  acquired,  we will
attempt to negotiate a provision in the definitive closing documents to void the
transaction.  However,  there  is no  guarantee  that we will be  successful  in
including  such a provision  and,  in such case,  the  continued  ability of the
post-transaction  company to remain a reporting company and publicly trading may
be in jeopardy.

                                       13
<PAGE>

Competition

      We are an  insignificant  participant  among the firms which engage in the
reverse  merger of shell  companies into an operating  business.  There are many
established  venture  capital and  financial  concerns  that have  significantly
greater financial and personnel  resources and technical expertise than we have.
In view of our limited financial resources and limited management  availability,
we will continue to be at a significant competitive disadvantage compared to our
competitors.  As a result,  we may not be able to find suitable target companies
with which to complete a reverse merger transaction.

Results of Operations

Year ended December 31, 2004 as compared with December 31, 2003

      The  Company  experienced  a net loss of  $(379,999)  for the  year  ended
December 31, 2004, as compared with a net loss of $(153,494)  for the year ended
December  31,  2003,  an increase in net loss of  $(226,505).  This  increase is
comprised of a reduction  of loss from  operations  of disposed  product line of
$108,957, a loss from disposal of product line and related assets of $(227,556),
and an increase of general and administrative  expenses of $107,906.  Income tax
expense was not recorded for 2004 due to the effects of cumulative net operating
loss carryforwards which are available to offset taxable income.

      In 2004, the Company decided to dispose of its existing business through a
stock distribution of its subsidiary to its shareholders. These assets consisted
of cash of $226,702 and other  assets with a net book value of $854,  which were
recorded as a loss on disposed operations of $(227,556).

Liquidity and Capital Resources

      A summary of the Company's  operating,  investing and financing activities
is as follows:

                                    2004                2003
                                    ----                ----
      Cash flows from:
      Operating activities       $(330,115)          $(223,119)
      Investing activities              --                  --
      Financing activities         100,000                  --

      In 2004,  the Company  received  proceeds of $100,000  for the sale of its
common stock. At December 31, 2004, the Company had current assets,  in the form
of cash,  totaling  $23,483,  and  current  liabilities,  in the form of accrued
expenses,  totaling  $1,389.  The  Company  has no long  term  debt.  Management
considers  it  possible  that  additional  funds may need to be  raised,  either
through  loans or via  private  placements  of  common  stock,  to  sustain  the
Company's liquidity in the near term.

Critical Accounting Policies

      Use of Estimates

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

                                       14
<PAGE>

      Deferred Taxes

      We recognize  deferred tax assets and liabilities based on the differences
between the financial statement carrying amounts and the tax bases of assets and
liabilities.  Management regularly reviews the Company's deferred tax assets for
recoverability and establishes a valuation allowance based on historical taxable
income,  projected  future  taxable  income,  and  the  expected  timing  of the
reversals  of existing  temporary  differences.  As of December  31,  2004,  the
Company has  established  a valuation  allowance  equal to the net  deferred tax
asset,  since  management is unable to determine  that the Company will generate
sufficient future taxable income to allow it to realize the deferred tax asset.

      Disposed Operations

      The Company has adopted  Statement of Financial  Accounting  Standards No.
144 "Accounting for the Impairment or Disposal of Long-Lived  Assets".  SFAS No.
144 modifies  previous  disclosures  and  requires  additional  disclosures  for
discontinued operations and the assets associated with discontinued operations.

ITEM 7. FINANCIAL STATEMENTS.

      The  following  financial  statements  required  by this  item  are  filed
herewith following the signature page to this report:

                                                                            Page

      Report of Independent Registered Public Accounting Firm                F-1

      Balance Sheets as of December 31, 2004 and 2003                        F-2

      Statements of Operations for the years ended December 31, 2004         F-3
      and 2003, and for the period from August 9, 2001 (Date of
      Inception) to December 31, 2004

      Statements of  Stockholders' Equity for the period from         F-4 to F-5
      August 9, 2001 (Date of Inception) to December 31, 2004

      Statements  of Cash Flows for the years  ended                         F-6
      December 31, 2004 and 2003,  and the period from
      August 9, 2001 (Date of  Inception) to December 31, 2004

      Notes to Financial Statements                                  F-7 to F-12

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

      There were no disagreements with Durland & Company, CPAs, P.A., whether or
not  resolved,  on any matter of accounting  principles or practices,  financial
statement disclosure, or auditing scope or procedure,  which, if not resolved to
Durland & Company's satisfaction,  would have caused it to make reference to the
subject matter of the disagreement(s) in connection with its report.

                                       15
<PAGE>

                                    PART III

ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

      The  following  table  sets  forth the  names,  positions  and ages of our
executive  officers and  directors.  All of our  directors  serve until the next
annual  meeting of  stockholders  or until  their  successors  are  elected  and
qualify.  Officers  are  elected by the board of  directors  and their  terms of
office  are,  except to the  extent  governed  by  employment  contract,  at the
discretion of the board of directors.  There is no family  relationship  between
any director,  executive officer or person nominated or chosen by the Company to
become a director or executive officer.

        Name                  Age             Position                 Term
        ----                  ---             --------                 ----
        Kevin R. Keating (1)  65        President, Treasurer,         1 Year
                                       Secretary and Director

      (1) Mr. Keating became  President,  Secretary,  Treasurer,  and a director
effective April 23, 2004.

      Mr.  Keating,  sole  Director,  President,  Secretary and Treasurer of the
Company,  is an  investment  executive  and for the past nine years has been the
Branch  Manager of the Vero Beach,  Florida,  office of  Brookstreet  Securities
Corporation.  Brookstreet  is a  full-service,  national  network of independent
investment  professionals.  Mr. Keating services the investment needs of private
clients with special  emphasis on equities.  For more than 35 years, he has been
engaged in various  aspects of the investment  brokerage  business.  Mr. Keating
began his Wall Street career with the First Boston  Company in New York in 1965.
From 1967  through  1974,  he was  employed  by several  institutional  research
boutiques where he functioned as Vice President Institutional Equity Sales. From
1974 until 1982,  Mr. Keating was the President and Chief  Executive  Officer of
Douglas Stewart, Inc., a New York Stock Exchange member firm. Since 1982, he has
been associated with a variety of firms as a registered representative servicing
the needs of  individual  investors.  Mr.  Keating is also the  manager and sole
member of Vero  Management,  LLC,  which  has a  management  agreement  with the
Company.

Audit Committee and Audit Committee Financial Expert

      The Company is not a "listed company" under SEC rules and is therefore not
required to have an audit  committee  comprised of  independent  directors.  The
Company  does  not  currently  have an audit  committee,  however,  for  certain
purposes  of the  rules  and  regulations  of the SEC,  the  Company's  board of
directors is deemed to be its audit committee.  The Company's board of directors
has  determined  that its  members  do not  include  a person  who is an  "audit
committee  financial  expert" within the meaning of the rules and regulations of
the SEC. The board of directors has determined  that each of its members is able
to read and understand  fundamental  financial  statements  and has  substantial
business  experience  that results in that  member's  financial  sophistication.
Accordingly,  the board of directors  believes that each of its members have the
sufficient  knowledge  and  experience  necessary  to  fulfill  the  duties  and
obligations that an audit committee would have.

      The Company  has not  adopted a code of ethics  that  applies to the Chief
Executive  Officer  and Chief  Financial  Officer  because it has no  meaningful
operations. The Company does not believe that a formal written code of ethics is
necessary at this time.

Conflicts of Interest

      Certain  conflicts  of  interest  existed  at  December  31,  2004 and may
continue to exist  between the Company and its officers and directors due to the
fact that each has other  business  interests to which they devote their primary
attention.  Each officer and director may continue to do so notwithstanding  the
fact that management time should be devoted to the business of the Company.

                                       16
<PAGE>

      Certain  conflicts  of  interest  may exist  between  the  Company and its
management,  and  conflicts  may  develop in the  future.  The  Company  has not
established  policies or procedures  for the  resolution of current or potential
conflicts of  interests  between the  Company,  its  officers  and  directors or
affiliated entities.  There can be no assurance that management will resolve all
conflicts  of interest in favor of the  Company,  and  conflicts of interest may
arise that can be resolved  only through the exercise by  management  their best
judgment as may be consistent with their fiduciary  duties.  Our management will
try to resolve  conflicts to the best advantage of all concerned,  but there may
be times  when an  acquisition  opportunity  is given to  another  entity to the
disadvantage of our stockholders and for which there will be no recourse.  It is
also  expected  that we will engage  Keating  Securities,  LLC, an  affiliate of
Keating Investments, LLC, the managing member of our controlling stcokholder, to
act as a financial advisor in connection with the reverse merger transaction for
which it may earn a cash and/or equity fee.

Board Meetings and Committees

      The Directors and Officers will not receive  remuneration from the Company
unless approved by the Board of Directors or pursuant to an employment contract.
Directors may be paid their  expenses,  if any, of attendance at such meeting of
the  Board of  Directors,  and may be paid a fixed  sum for  attendance  at each
meeting  of the  Board of  Directors  or a stated  salary as  Director.  No such
payment  shall  preclude  any  Director  from  serving  the Company in any other
capacity and receiving  compensation  therefor. No compensation has been paid to
the  Directors.  The Board of Directors may designate  from among its members an
executive  committee and one or more other  committees.  No such committees have
been appointed.

Section 16(a) Beneficial Ownership Reporting

      Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
that  directors,  executive  officers  and  persons who own more than 10% of the
outstanding common stock of certain reporting  companies file initial reports of
ownership  and reports of changes in  ownership  in such  common  stock with the
Securities and Exchange Commission ("SEC"). Officers, directors and stockholders
who own more  than 10% of the  outstanding  common  stock of  certain  reporting
companies are required by the SEC to furnish such  companies  with copies of all
Section  16(a)  reports  they file.  The Company is not  required to comply with
Section 16(a). Accordingly, stock ownership information contained in this report
is based on what is known to the Company.

ITEM 10. EXECUTIVE COMPENSATION

The following  Executive  Compensation Chart highlights the compensation for our
executive  officers.  No other executive  officers  received salary and bonus in
excess of $100,000 for the prior three fiscal years.
<TABLE>
<CAPTION>

                                                                                     Long Term Compensation
                                                                                     ----------------------
                                        Annual Compensation                           Awards        Payouts
                                        -------------------                           ------        -------

        Name                                                       Other      Restricted  Securities
        and                                                        Annual       Stock    Underlying  LTIP
      Principal                                                  Compensation  Award(s)  Options/   Payouts     All Other
      Position           Year      Salary ($)      Bonus ($)         ($)         ($)      SARs(#)    ($)     Compensation ($)
      --------           ----      ----------      ---------         ---         ---      -------    ---     ----------------

<S>                      <C>        <C>            <C>            <C>                                          <C>
Kevin R. Keating         2004       $      0       $      0       $      0       N/A       N/A       N/A       $ 20,000
(Pres., Secr., and
Treas.) (1)

Leonard M. Perle         2003       $100,000            N/A       $      0       N/A       N/A       N/A            N/A
(CEO) (2)
                         2002       $ 60,000            N/A       $      0       N/A        (2)      N/A             (2)

Larry Legel              2004       $      0            N/A       $      0       N/A       N/A       N/A       $  9,000
(CEO) (3)
                         2003       $      0            N/A       $      0       N/A        (3)      N/A             (3)
</TABLE>

                                       17
<PAGE>

      (1)   Mr. Keating became President,  Secretary,  Treasurer, and a director
            effective  April 23, 2004. On April 26, 2004, the Company issued Mr.
            Keating  2,000,000 shares of its common stock in  consideration  for
            services rendered by him, valued at $20,000.

      (2)   Mr.  Perle was  appointed  President,  Chief  Executive  Officer and
            Director   effective   January  20,  2002.  Mr.  Perle  resigned  as
            President,  Chief Executive  Officer and Director  effective January
            27,  2004 due to health  reasons.  Under his  employment  agreement,
            Leonard Perle was granted  7,000,000  options  exercisable at prices
            ranging  from  $0.50 to $7.00  per  share,  based  upon the  Company
            meeting certain revenue or earnings levels (5,500,000  options based
            on specific  earnings  levels,  with a minimum $250,000 in earnings;
            and 1,500,000 options at specific revenue levels,  with a minimum $1
            million in revenue).  Mr. Perle resigned from the Company  effective
            January 27, 2004. In connection with his resignation,  all 7,000,000
            options were  cancelled.  Under his  employment  agreement,  Leonard
            Perle was granted  900,000 shares of the Company's  common stock. In
            connection with his resignation, all 900,000 shares were cancelled.

      (3)   Effective  January 27, 2004,  Larry was elected  President and Chief
            Executive  Officer  replacing  Mr.  Perle.  Larry Legel was granted,
            during 2003,  150,000  options at a strike price of $0.10 per share.
            The options may be exercised at any time for five years. Option date
            is October 20, 2003.  The grant was for services  rendered and to be
            rendered and were determined to have immaterial  compensation value.
            On April 2, 2004,  the Company's  board  authorized  the issuance of
            900,000  shares to Better  Investments,  Inc.  as  compensation  for
            executive services provided by Larry Legel valued at $9,000.


      There was no other  compensation  paid to Kevin R. Keating  during 2004 in
his  capacity  as an officer or director  of the  Company.  There were no option
grants to Kevin R. Keating  during the fiscal year ended  December 31, 2004, and
no options  were  exercised  by Kevin R.  Keating  during the fiscal  year ended
December 31, 2004.

      We did not pay any compensation to any director in 2002, 2003 and 2004.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      We have set forth in the following table certain information regarding our
common stock beneficially owned on December 31, 2004 for (i) each shareholder we
know to be the beneficial  owner of 5% or more of our outstanding  common stock,
(ii) each of our  executive  officers  and  directors,  and (iii) all  executive
officers  and  directors  as a group.  In  general,  a person  is deemed to be a
"beneficial  owner" of a security if that person has or shares the power to vote
or direct the voting of such security,  or the power to dispose or to direct the
disposition of such security.  A person is also deemed to be a beneficial  owner
of any  securities  of which  the  person  has the right to  acquire  beneficial
ownership  within 60 days. To the best of our knowledge,  all persons named have
sole  voting  and  investment  power  with  respect  to such  shares,  except as
otherwise noted. There are not any pending or anticipated  arrangements that may
cause a change in control of the  Company.  At  December  31,  2004,  58,000,000
shares of our common stock were outstanding.

                                       18
<PAGE>

                                            Number of Shares        Percent
Name                                       Beneficially Owned      of Shares
----                                       ------------------      ---------

Kevin R. Keating                                2,000,000(1)          3.4%
936A Beachland Boulevard, Suite 13
Vero Beach, Florida 32963

Keating Reverse Merger Fund, LLC               47,185,000(2)         81.3%
5251 DTC Parkway, Suite 1090
Greenwood Village, Colorado 80111


All Executive  Officers and Directors as        2,000,000             3.4%
a group

      (1)   Kevin R. Keating is not affiliated  with and has no equity  interest
            in Keating  Reverse  Merger Fund,  LLC and disclaims any  beneficial
            interest  in the  shares  of the  Company's  Common  Stock  owned by
            Keating Reverse Merger Fund, LLC.

      (2)   Keating  Reverse Merger Fund, LLC is not owned by or affiliated with
            Kevin R. Keating and disclaims any beneficial interest in the shares
            of the Company's Common Stock owned by Kevin R. Keating.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      On June 10,  2004,  the  Company  entered  into a  contract  with Vero for
managerial and  administrative  services.  Vero has not been engaged to provide,
and Vero does not render,  legal,  accounting,  auditing,  investment banking or
capital formation services. Kevin R. Keating is the manager of Vero. The term of
the contract is for one year. In  consideration of the services  provided,  Vero
will be paid $1,000 for each month in which services are rendered.

      Kevin R.  Keating,  is the  father  of the  principal  member  of  Keating
Investments,  LLC. Keating Investments,  LLC is the managing member of KRM Fund,
which is the majority stockholder of the Company.  Keating  Investments,  LLC is
also the managing member and 90% owner of Keating Securities,  LLC, a registered
broker-dealer.  Kevin  R.  Keating  is not  affiliated  with  and has no  equity
interest in Keating  Investments,  LLC, KRM Fund or Keating Securities,  LLC and
disclaims any  beneficial  interest in the shares of the Company's  Common Stock
owned by KRM Fund.  Similarly,  Keating  Investments,  LLC, KRM Fund and Keating
Securities,  LLC disclaim any beneficial interest in the shares of the Company's
Common Stock currently owned by Kevin R. Keating.

      The  Company  has engaged  Keating  Securities,  LLC to act as a financial
advisor in connection with the reverse merger  transaction for which it may earn
a cash and/or equity fee.

      Other than the above transactions or otherwise set forth in this report we
have not entered into any material  transactions  with any  director,  executive
officer,  and nominee for director,  beneficial owner of five percent or more of
our common stock,  or family members of such persons.  Also, we have not had any
transactions with any promoter. We are not a subsidiary of any company.

ITEM 13. EXHIBITS, LIST AND REPORTS ON FORM 8-K

(a)   Exhibits.

      The following exhibits are included as part of this report:

      Exhibit
      Number      Title of Document

         3.1      Articles of Incorporation (1)

                                       19
<PAGE>

         3.2      Amendment to Articles of Incorporation (included as an exhibit
                  hereto and incorporated by reference)

         3.3      Bylaws (1)

         10.1     Sales Representative Agreement with Pro-Finishes, Inc. (1)

         10.2     Phoslock License Agreement with annexures to agreement (2)

         10.3     Letter from Integrated Mineral Technology Limited (1)

         10.4*    Employment Agreement with Leonard Perle (1)

         10.5     Debenture Agreement (1)

         10.6     Agreement  between  Integrated  Mineral  Technology,  Ltd. and
                  Exponent Environmental Group, Inc. (2)

         10.7     Stock   Purchase   Agreement   by  and  among   the   Company,
                  International  Equities Group, Inc. and Keating reverse Merger
                  Fund, LLC dated April 23, 2004 (3)

         31       Certification  pursuant to Section  302 of the  Sarbanes-Oxley
                  Act of 2002.

         32       Certification  of Chief Executive  Officer and Chief Financial
                  Officer of the Company, pursuant to 18 U.S.C. Section 1350, as
                  adopted pursuant to Section 906 of the  Sarbanes-Oxley  Act of
                  2002.


(1)   Denotes  previously  filed in the Form SB-2 filed with the  Securities and
      Exchange Commission on April 1, 2002 and hereby incorporated by reference.

(2)   Denotes  previously  filed  in the  Form  SB-2  Amendment  filed  with the
      Securities  and  Exchange   Commission  on  October  9,  2002  and  hereby
      incorporated by reference.

(3)   Denotes  previously  filed in the Form 8-K filed with the  Securities  and
      Exchange Commission on May 14, 2004 and hereby incorporated by reference.

*     notes a management contract or compensatory plan or arrangement

(b) Reports on Form 8-K.

      On  December  6,  2004,  the  Company  filed a Current  Report on Form 8-K
announcing  the  amendment  of its  Articles of  Incorporation  with the Florida
Secretary of State to authorize  5,000,000  shares of preferred  stock with such
rights,  preferences and designations established by the Board of Directors from
time to time.

ITEM 14. CONTROLS AND PROCEDURES

      As of the end of the period covered by this report,  the Company conducted
an evaluation,  under the  supervision and with the  participation  of the Chief
Executive  Officer and Chief  Financial  Officer,  of the  Company's  disclosure
controls and procedures (as defined in Rules  13a-15(e) and 15d-15(e)  under the
1934 Act.  Based on this  evaluation,  the  Chief  Executive  Officer  and Chief
Financial  Officer  concluded  that  the  Company's   disclosure   controls  and
procedures are effective to ensure that information  required to be disclosed by
the Company in reports that it files or submits  under the 1934 Act is recorded,
processed,  summarized  and  reported  within  the  time  periods  specified  in
Securities and Exchange  Commission rules and forms.  There was no change in the
Company's  internal  control over financial  reporting during the Company's most
recently completed fiscal quarter that has materially affected, or is reasonably
likely to materially  affect,  the  Company's  internal  control over  financial
reporting.

                                       20
<PAGE>

ITEM 15. PRINCIPAL ACCOUNTANT FEES AND SERVICES

(1) AUDIT FEES

      The  aggregate  fees  billed  for each of the last two  fiscal  years  for
professional  services rendered by the principal accountant for the audit of the
Company's  annual  financial  statements  and  review  of  financial  statements
included  in the  Company's  Form  10-KSB  (17 CFR  249.308a)  or 10-QSB (17 CFR
249.308b) or services that are normally provided by the accountant in connection
with statutory and regulatory  filings or engagements for those fiscal years was
$4,000 for the fiscal  year ended  December  31,  2003 and $8,000 for the fiscal
year ended December 31, 2004.

(2) AUDIT-RELATED FEES

      There  were no fees  billed  in each of the  last  two  fiscal  years  for
assurance and related  services by the principal  accountant that are reasonably
related to the  performance  of the audit or review of the  Company's  financial
statements.

(3) TAX FEES

      There  were no fees  billed  in each of the  last  two  fiscal  years  for
professional  services rendered by the principal  accountant for tax compliance,
tax advice, and tax planning.

(4) ALL OTHER FEES

      There were no other fees  billed in each of the last two fiscal  years for
products  and  services  provided by the  principal  accountant,  other than the
services reported above.

RE-APPROVAL POLICIES AND PROCEDURES

      Before  the  accountant  is  engaged  by the  issuer  to  render  audit or
non-audit  services,  the  engagement  is approved by the Company's the board of
directors acting as the audit committee.

                                       21
<PAGE>

                                   SIGNATURES

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

                               PUREZZA GROUP, INC.


Date: March 15, 2005              By:/s/ Kevin R. Keating
                                  -------------------------------------
                                  Kevin R. Keating
                                  President and Chief Executive Officer

      In accordance  with the  requirements  of the  Securities  Exchange Act of
1934,  this  report has been  signed by the  following  persons on behalf of the
registrant and in the capacities and on March 15, 2005.

         Signatures               Title

         /s/ Kevin R. Keating     President (Principal Executive Officer),
         --------------------     Treasurer, Secretary (Principal
                                  Financial and  Accounting Officer) and
                                  Director

                                       22
<PAGE>

                               PUREZZA GROUP, INC.
                        (A Development Stage Enterprise)

                              FINANCIAL STATEMENTS
                      For the year ended December 31, 2004

<PAGE>

                          INDEX TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
                                                                                                PAGE


<S>                                                                                                <C>
Report of Independent Registered Public Accounting Firm..........................................F-1

Balance Sheets - As of December 31, 2004 and 2003................................................F-2

Statements of Operations - For the Years Ended December 31, 2004 and 2003,
  and for the Period from August 9, 2001 (Date of Inception) to December 31, 2004................F-3

Statement of Stockholders' Equity -
  For the Period from August 9, 2001 (Date of Inception) to December 31, 2004 .............F-4 - F-5

Statements of Cash Flows - For the Years Ended December 31, 2004 and 2003,
  and for the Period from August 9, 2001 (Date of Inception) to December 31, 2004................F-6

Notes to Financial Statements............................................................F-7 to F-12
</TABLE>
<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors

Purezza Group, Inc.

Vero Beach, Florida

We have audited the  accompanying  balance sheets of Purezza Group,  Inc.,  (the
"Company"),  as of December 31, 2004, and the related  statements of operations,
stockholders' equity (deficiency) and cash flows for the two years in the period
ended  December  31,  2004,  and the periods  from August 9, 2001,  (Inception),
through December 31, 2004. These financial  statements are the responsibility of
the Company's  management.  Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and  perform  the  audit  to  obtain  reasonable  assurance  about  whether  the
consolidated  financial statements are free of material  misstatement.  An audit
includes  examining,  on a test  basis,  evidence  supporting  the  amounts  and
disclosures in the  consolidated  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 the Company as of December 31,
2004,  and the results of its operations and its cash flows for the two years in
the period  ended  December  31,  2004,  and the  periods  from  August 9, 2001,
(Inception),  through  December  31, 2004,  in  conformity  with U.S.  generally
accepted accounting principles.

                                                   Durland & Company, CPAs, P.A.

Palm Beach, Florida

March 10, 2005


                                       F-1
<PAGE>

                               PUREZZA GROUP, INC.
                        (A Development Stage Enterprise)
                                 BALANCE SHEETS
                           December 31, 2004 and 2003
<TABLE>
<CAPTION>
                                                                     2004               2003
                                                                     ----               ----
ASSETS
 Current Assets:
<S>                                                            <C>                <C>
       Cash                                                    $    23,483        $   253,598
                                                               -----------        -----------
         Total Current Assets                                       23,483            253,598
                                                               -----------        -----------

 Property and Equipment, net                                            --              1,495
                                                               -----------        -----------
         Total Assets                                          $    23,483        $   255,093
                                                               ===========        ===========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
        Accrued expenses                                       $     1,389        $        --
                                                               -----------        -----------
           Total Current Liabilities                                 1,389                 --

Long Term Debt - Convertible Debenture                                  --            600,000
                                                               -----------        -----------
           Total Liabilities                                         1,389            600,000
                                                               -----------        -----------
Stockholders' Equity
     Preferred stock (5,000,000 shares authorized,
         none issued or outstanding)                                    --                 --
    Common stock (100,000,000 shares authorized,
        58,000,000 and 7,815,000 issued and outstanding)            58,000              7,815
    Additional paid in capital                                   1,023,522            326,707
    Deficit accumulated during the development stage            (1,059,428)          (679,429)
                                                               -----------        -----------
          Total Stockholders' Equity                                22,094           (344,907)
                                                               -----------        -----------


          Total Liabilities and Stockholders' Equity           $    23,483        $   255,093
                                                               ===========        ===========
</TABLE>

    The accompanying notes are an integral part of the financial statements

                                       F-2
<PAGE>

                               PUREZZA GROUP, INC.
                        (A Development Stage Enterprise)
                            STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
                                                                              August 9, 2001
                                              For the Years Ending             (Inception)
                                                  December 31,                   Through
                                            2004               2003         December 31, 2004
                                       ------------        ------------        ------------
<S>                                    <C>                 <C>                 <C>
Revenue                                $         --        $         --        $         --

  General and administrative
    expenses                                107,906                  --             107,906
                                       ------------        ------------        ------------

Loss from continuing
    operations                             (107,906)                 --            (107,906)

Disposed operations:
 Loss from disposal of
 product line and related
 assets                                    (227,556)                 --            (227,556)
Income (loss) from operations of
  disposed product line                     (44,537)           (153,494)           (723,966)
Income tax benefit (expense)                     --                  --                  --
                                       ------------        ------------        ------------

Income (loss) from disposed
   operations                              (272,093)           (153,494)           (951,522)
                                       ------------        ------------        ------------

Net loss                               $   (379,999)       $   (153,494)       $ (1,059,428)
                                       ============        ============        ============

Net loss per share:
   Continuing operations               $      (0.00)       $      (0.00)
   Loss from disposal of
    product line and related
    assets                                    (0.01)              (0.00)
  Income (loss) from operations
    of disposed product line                   0.00               (0.02)
                                       ------------        ------------

                                       $      (0.01)       $      (0.02)
                                       ============        ============

Weighted average number of
  shares outstanding,
  basic and diluted                      40,155,493           7,815,000
                                       ============        ============
</TABLE>

     The accompanying notes are an integral part of the financial statements

                                       F-3
<PAGE>

                               PUREZZA GROUP, INC.
                        (A Development Stage Enterprise)
                        STATEMENT OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
                                                                                                   Deficit
                                                                                                  Accumulated
                                                                                   Additional      During the         Total
                                                        Common Stock                Paid-In        Development     Stockholders'
                                                  Shares            Amount          Capital          Stage            Equity
                                                  ------            ------          -------          -----            ------
<S>               <C> <C>                         <C>            <C>              <C>             <C>              <C>
Beginning Balance, August 9, 2001                        --      $        --      $        --     $        --      $        --

    Shares issued for cash at $ 0.001/sh         10,271,000           10,271               --              --           10,271
    Shares issued with debt at $ 0.017/sh           850,000              850           12,926              --           13,776
    Shares issued for services at $0.02/sh            5,000                5               95              --              100
    Shares issued for cash at $1.00/sh              314,000              314          313,686              --              314
    Net loss for period ending
        December 31, 2001                                --               --               --        (132,174)        (132,174)
                                                -----------      -----------      -----------     -----------      -----------

Balance, December 31, 2001                       11,440,000           11,440          326,707        (132,174)        (132,174)

    Shares repurchased for cash                  (3,625,000)          (3,625)              --              --           (3,625)
    Net loss for year ended
        December 31, 2002                                --               --               --        (393,760)        (393,760)
                                                -----------      -----------      -----------     -----------      -----------

Balance, December 31, 2002                        7,815,000            7,815          326,707        (525,934)        (191,412)

    Net loss for year ended
        December 31, 2003                                --               --               --        (153,494)        (153,494)
                                                -----------      -----------      -----------     -----------      -----------

Balance, December 31, 2003                        7,815,000            7,815          326,707        (679,428)        (344,906)
</TABLE>

    The accompanying notes are an integral part of the financial statements

                                      F-4
<PAGE>

                              PUREZZA GROUP, INC.
                        (A Development Stage Enterprise)
                  STATEMENT OF STOCKHOLDERS' EQUITY (CONTINUED)
<TABLE>
<CAPTION>
                                                                                                   Deficit
                                                                                                  Accumulated
                                                                                   Additional      During the         Total
                                                        Common Stock                Paid-In        Development     Stockholders'
                                                  Shares            Amount          Capital          Stage            Equity
                                                  ------            ------          -------          -----            ------

<S>               <C> <C>                         <C>            <C>              <C>             <C>              <C>
Balance, December 31, 2003                        7,815,000      $     7,815      $   326,707     $  (679,428)     $  (344,906)

    Cancellation of shares, April 2004           (1,700,000)          (1,700)           1,700              --               --
    Debenture converted to stock,
        April 2004, at $0.017/sh                 37,185,000           37,185          562,815              --          600,000
    Stock issued for cash at $0.01/sh            10,000,000           10,000           90,000              --          100,000
    Shares issued for services at $0.01 /sh       4,700,000            4,700           42,300              --           47,000
    Net loss for year ended
        December 31, 2004                                --               --               --        (379,999)        (379,000)
                                                -----------      -----------      -----------     -----------      -----------

Balance, December 31, 2004                       58,000,000      $    58,000      $ 1,023,522     $(1,059,428)     $    22,094
                                                ===========      ===========      ===========     ===========      ===========
</TABLE>

The  Company  recently  amended  its  articles  of  incorporation  to  authorize
5,000,000   shares  of  preferred  stock  with  such  rights,   preferences  and
designations  established  by the  Board of  Directors  from  time to  time.  At
December  31,  2004,   there  were  no  shares  of  preferred  stock  issued  or
outstanding.

     The accompanying notes are an integral part of the financial statements

                                      F-5
<PAGE>

                               PUREZZA GROUP, INC.
                        (A Development Stage Enterprise)
                            STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                     For Years Ending        August 9, 2001
                                                        December 31,       (Inception)Through
                                                  2004             2003     December 31, 2004
                                                  ----             ----     -----------------
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                          <C>              <C>              <C>
Net Loss                                     $  (379,999)     $  (153,494)     $(1,059,428)
Adjustments to reconcile net loss to net
  cash flows from operations:
   Stock issued for services                      47,000               --           47,100
   Depreciation expense                              641            1,522            3,220
   Impairment of license                              --               --          150,000
   Non-cash portion of loss on
     disposal of product line                        854               --              854
  Increase (decrease) in:
   Accounts payable                                   --               --               --
   Accrued expenses                                1,389           (3,158)           1,389
   Accrued interest                                   --          (67,989)              --
                                             -----------      -----------      -----------
    Net cash flows from operating
       activities                               (330,115)        (223,119)        (856,865)

CASH FLOWS FROM INVESTING ACTIVITIES
    Purchase of license                               --               --         (150,000)
    Purchase of computer                              --               --           (4,074)
                                             -----------      -----------      -----------

Net cash flows from investing activities              --               --         (154,074)

CASH FLOWS FROM FINANCING ACTIVITIES
  Sale of common stock                           100,000               --          438,047
  Repurchase of common stock                          --               --           (3,625)
  Proceeds from convertible debenture                 --               --          600,000
                                             -----------      -----------      -----------

Net cash flows from financing activities         100,000               --        1,034,422
                                             -----------      -----------      -----------

Net increase (decrease) in cash                 (230,115)        (223,119)          23,483

Cash, beginning of period                        253,598          476,717               --
                                             -----------      -----------      -----------
Cash, end of period                          $    23,483      $   253,598      $    23,483
                                             ===========      ===========      ===========
</TABLE>

    The accompanying notes are an integral part of the financial statements

                                      F-6
<PAGE>

                               PUREZZA GROUP, INC.
                        (A Development Stage Enterprise)
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2004

NOTE 1 - SIGNIFICANT ACCOUNTING AND REPORTING POLICIES

      Use of estimates

      The financial  statements  have been prepared in conformity with generally
      accepted  accounting  principles.  In preparing the financial  statements,
      management is required to make estimates and  assumptions  that affect the
      reported  amounts  of  assets  and  liabilities  as of  the  date  of  the
      statements  of financial  condition and revenues and expenses for the year
      then ended. Actual results may differ significantly from those estimates.

      Disposed Operations

      The Company has adopted  Statement of Financial  Accounting  Standards No.
      144 "Accounting for the Impairment or Disposal of Long-Lived Assets". SFAS
      No. 144 modifies previous disclosures and requires additional  disclosures
      for discontinued  operations and the assets  associated with  discontinued
      operations.

      Net Loss Per Share

      Basic loss per weighted  average  common share is computed by dividing the
      net loss by the  weighted  average  number  of common  shares  outstanding
      during the period.

      Stock Compensation For Services Rendered

      The Company may issue  shares of common  stock in  exchange  for  services
      rendered.  The costs of the  services  are valued  according  to generally
      accepted accounting principles and will be charged to operations.

      Fair Value of Financial Instruments

      The Company has no financial instruments, other than cash.

      Statement of Cash Flows

      For  purposes of the  Statement  of Cash Flows the Company  considers  all
      highly  liquid debt  instruments  purchased  with an original  maturity of
      three months or less to be cash equivalents.

                                      F-7
<PAGE>

                               PUREZZA GROUP, INC.
                        (A Development Stage Enterprise)
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                December 31, 2004



NOTE 2 - NATURE OF BUSINESS


      Purezza Group,  Inc. ("the  Company") is a Florida  chartered  development
      stage corporation  headquartered in Vero Beach,  Florida.  The Company was
      incorporated  on  August 9,  2001 to  market a  product  called  Phoslock.
      Phoslock is a patented  product for the  removal of  phosphorus  and other
      oxyanions in natural and industrial waters and wastewater  streams.  Prior
      to  April  22,  2004,  the  Company's   activities  consisted  of  capital
      transactions,  organization,  and  development  of the Company's  Phoslock
      product line.

      On April 23, 2004 the  Company  transferred  all of its assets  including,
      cash on hand, the Phoslock  product line, and all of the Company's  rights
      under a license  agreement  for the use of the Phoslock  product  line, to
      Purezza Marketing, Inc. ("PMI"), a wholly owned subsidiary of the Company.
      The Company's  license  agreement was with Integrated  Mineral  Technology
      Limited  ("Integrated"),  an Australian  entity,  and provided for certain
      fixed  royalty  payments by the Company.  As part of the  Company's  asset
      transfer to PMI, PMI assumed all liabilities under the license  agreement,
      which  assumption was consented to by Integrated.  Since the original cost
      of the  license  had  already  been  expensed  in a  prior  year  and  the
      previously  required  royalty payments had been waived through 2003, there
      is no effect on the  balance  sheet as of June 30, 2004 due to the license
      transfer and assumption.

      Concurrently with the asset transfer to PMI, the Company  distributed on a
      pro rata  basis all of its stock  ownership  in PMI to the  holders of its
      common stock (the  "Distribution").  As a result of this  transfer and the
      Distribution,  PMI will  operate  independently  from the Company and as a
      successor to the Company's  business and operations.  The Distribution was
      accounted for as a disposed  operation  pursuant to Statement of Financial
      Accounting Standards No. 144 "Accounting for the Impairment or Disposal of
      Long-Lived Assets".

      As a result of the asset  transfer  and the  Distribution,  the Company no
      longer  has any  meaningful  business  assets,  operations  or  sources of
      revenue.  The Company plans to pursue and negotiate a business combination
      or  other  strategic  transaction.  Ultimately,  the  continuation  of the
      Company  as a  going  concern  is  dependent  upon  the  establishment  of
      profitable operations. Because the achievement of these plans in dependent
      on  future  events,  there  can be no  assurance  that  future  profitable
      operations will occur as planned.

                                      F-8
<PAGE>

                               PUREZZA GROUP, INC.
                        (A Development Stage Enterprise)
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                December 31, 2004

NOTE 3 - STOCKHOLDERS' EQUITY

      On April 2, 2004,  the Company  cancelled  900,000  shares of common stock
      issued to its former President,  Leonard M. Perle, who resigned for health
      reasons.  On April 2, 2004,  the Company  issued  900,000 shares of common
      stock to Larry  Legal as  executive  compensation  for  services  rendered
      having a fair value of $9,000.

      During April 2004,  the Company  cancelled  800,000 shares of common stock
      previously  issued to Pro  Finishes,  Inc.  for  marketing  services.  The
      Company issued 800,000  shares of common stock to  International  Equities
      Group,  Inc.  ("IEG")  during  April 2004 as  compensation  for  marketing
      services rendered having a fair value of $8,000.

      In an equity for debt  transaction  dated  April 23,  2004,  International
      Equities Group, Inc. ("IEG")  converted a $600,000  Debenture Note Payable
      into 37,185,000 shares of the Company's common stock.

      On April 23, 2004, Keating Reverse Merger Fund, LLC ("KRM Fund"), pursuant
      to a Stock Purchase Agreement,  acquired from IEG 37,185,000 shares of the
      Company's common stock.  Effective as of the closing of the Stock Purchase
      Agreement,  Larry Legel resigned as the Chairman of the Company's Board of
      Directors and as its President,  and Kevin R. Keating was appointed as the
      sole  Director,  President,   Treasurer  and  Secretary  of  the  Company.
      Concurrently,  the principal  executive office of the Company was moved to
      936A Beachland Boulevard, Suite 13, Vero Beach, FL 32963.

      In order to fund the Company's  working  capital needs, on April 26, 2004,
      the  Company  sold to KRM  Fund  5,000,000  shares  of  common  stock at a
      purchase  price of $0.01 per  share,  for an  aggregate  consideration  of
      $50,000.

      On April 26, 2004,  2,000,000  shares of the  Company's  common stock were
      issued to Kevin R. Keating,  the Company's  sole officer and director,  as
      compensation  for services valued by the Company at $20,000.  On April 26,
      2004, 500,000 shares of the Company's common stock were issued to Bertrand
      T. Ungar for consulting services valued by the Company at $5,000.

      In order to fund the Company's  working  capital  needs,  on September 15,
      2004, the Company sold to KRM Fund  5,000,000  shares of common stock at a
      purchase  price of $0.01 per  share,  for an  aggregate  consideration  of
      $50,000.

      On September 15, 2004,  500,000 shares of the Company's  common stock were
      issued to a financial consulting firm, as compensation for services valued
      by the Company at $5,000.

      During December 2004, the Company amended its Articles of Incorporation to
      authorize 5,000,000 of preferred stock, $0.01 par value, with such rights,
      preferences  and  designations  as  determined  by the Board of Directors.
      There were no shares of preferred  stock issued or outstanding at December
      31, 2004.

                                      F-9
<PAGE>

                               PUREZZA GROUP, INC.
                        (A Development Stage Enterprise)
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                December 31, 2004

NOTE 4 - OPTIONS

      During the year ending  December 31, 2003,  the Company  issued options to
      purchase common stock as follows:

            to Larry Legel,  former President,  Chief Executive  Officer,  Chief
      Administrative Officer, Director, Secretary, Treasurer and Chief Financial
      Officer,  in the amount of 150,000  options at a strike price of $0.10 per
      share. The options may be exercised at any time for five years. The option
      date is October 20, 2003.  The  expiration  date is October 20, 2008.  The
      options  were issued to  Director/Officer  in  consideration  for services
      rendered, and in anticipation of future services to be rendered.

            to Sanzari  Family  Trust,  in the  amount of  250,000  options at a
      strike price of $1.00 per share.  The options may be exercised at any time
      for three years.  The option date is October 27, 2003. The expiration date
      is October 27,  2006.  The options  were  issued in  consideration  of the
      option holder providing working capital to the Company.

            to TJP  Management,  Inc.,  in the  amount of  250,000  options at a
      strike price of $1.00 per share.  The options may be exercised at any time
      for three years.  The option date is October 27, 2003. The expiration date
      is October 27,  2006.  The options  were  issued in  consideration  of the
      option holder providing working capital to the Company.

            to Gregory A. Nagel, in the amount of 1,000,000  options at a strike
      price of $1.00 per share.  The  options may be  exercised  at any time for
      five years.  The option date is November 5, 2003. The  expiration  date is
      November 5, 2006. The options were issued in  consideration  of the option
      holder providing working capital to the Company.

The compensation costs for the above transactions were immaterial.

NOTE 5 - INCOME TAXES

      At December 31,  2004,  the Company had  accumulated  net  operating  loss
      carryforwards  for federal tax purposes of  approximately  $1,050,000 that
      are  available to offset  future  taxable  income,  if any,  through 2024.
      Realization  of the net operating  loss  carryforwards  is dependent  upon
      future  profitable  operations.  In  addition,  the  carryforwards  may be
      limited  upon a change of control as  described  in Internal  Revenue Code
      Section 382. Accordingly, management has recorded a valuation allowance to
      reduce   deferred  tax  assets   associated   with  net   operating   loss
      carryforwards to zero at December 31, 2004.

                                      F-10
<PAGE>

                               PUREZZA GROUP, INC.
                        (A Development Stage Enterprise)
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                December 31, 2004

NOTE 6 - RELATED PARTY TRANSACTIONS

      The sole  officer and director of the Company,  Kevin R.  Keating,  is the
      father of the principal  stockholder of Keating Investments,  LLC. Keating
      Investments, LLC is the managing member of KRM Fund, which is the majority
      shareholder  of the  Company.  KRM Fund  owns  approximately  81.3% of the
      outstanding  shares of the Company's common stock as of December 31, 2004.
      Kevin R.  Keating is not  affiliated  with and has no equity  interest  in
      Keating Investments, LLC or KRM Fund and disclaims any beneficial interest
      in the shares of the Company's stock owned by KRM Fund. Similarly, Keating
      Investments,  LLC and KRM Fund  disclaim  any  beneficial  interest in the
      shares of the Company's common stock currently owned by Kevin R. Keating.

      On  June  10,  2004,  the  Company  entered  into  a  contract  with  Vero
      Management,  L.L.C.  ("Vero") for managerial and administrative  services.
      Vero has not been  engaged to provide,  and Vero does not  render,  legal,
      accounting,  auditing,  investment banking or capital formation  services.
      Kevin R.  Keating,  the sole  director of the  Company,  is the manager of
      Vero.  The term of the contract is for one year. In  consideration  of the
      services  provided,  Vero  will be paid  $1,000  for  each  month in which
      services are  rendered.  For the year ended  December 31, 2004,  $7,000 is
      included in general and administrative expense pursuant to this agreement,
      $6,000 has been paid, and $1,000  remains in accounts  payable at December
      31, 2004.

NOTE 7 - LETTER OF INTENT

      On  September  24,  2004,  the Company  entered into a Letter of Intent to
      acquire Puda Investment Holding Limited, a company  incorporated under the
      laws of the British Virgin Islands  ("Puda").  Puda is the holding company
      of Shanxi Puda  Resources  ("Shanxi"),  a company  formed in June 1995 and
      currently headquartered in Taiyuan City, Shanxi province, China.

                                      F-11
<PAGE>

                               PUREZZA GROUP, INC.
                        (A Development Stage Enterprise)
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                December 31, 2004

NOTE 7 - LETTER OF INTENT (continued)

      Under the  transactions  contemplated  under the  Letter  of  Intent,  the
      Company  will acquire all of the issued and  outstanding  shares of Puda's
      capital stock from Puda's existing stockholders ("Puda Stockholders").  In
      the  exchange,  the Company  will issue  shares of its common stock to the
      Puda Stockholders in such amount so that,  immediately after giving effect
      to the acquisition, the Puda Stockholders will own in the aggregate 90% of
      the Company's issued and outstanding  shares of common stock. At the close
      of the transaction,  it is contemplated that a new board of directors will
      be  designated by the Puda  Stockholders  and that such Board will include
      one member to be  designated  by Keating  Reverse  Merger  Fund,  LLC, the
      current principal shareholder of the Company. After the payment of certain
      transaction  related fees (including the issuance of the Company's  common
      stock to certain  finders and advisors),  the current  stockholders of the
      Company are expected to own approximately 5% of the issued and outstanding
      common stock after completion of the transaction with Puda.

      The Company's  completion of the acquisition is subject to the negotiation
      and execution of a definitive  acquisition  agreement,  the  completion of
      certain corporate  restructurings  to comply with applicable  foreign laws
      and regulations,  and the delivery of financial statements of Puda and its
      subsidiaries  prepared in accordance  with generally  accepted  accounting
      principles in the United States of America. Subject to the satisfaction of
      the above  conditions and other customary  conditions,  the acquisition is
      expected to close in the near future.  However, there can be no assurances
      that the acquisition will be completed.

                                      F-12
<PAGE>

                                  Exhibit Index

        Exhibit        Description of Exhibit
        Number
        3.2       Amendment to Articles of Incorporation

        31        Certification  pursuant to Section  302 of the  Sarbanes-Oxley
                  Act of 2002.

        32        Certification  of Chief Executive  Officer and Chief Financial
                  Officer of the Company, pursuant to 18 U.S.C. Section 1350, as
                  adopted pursuant to Section 906 of the  Sarbanes-Oxley  Act of
                  2002.