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

                                   FORM 10-QSB

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

     For  the  quarterly  period  ended  March  31,  2005.

[_]  TRANSITION  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
     OF  1934

                        COMMISSION FILE NUMBER: 000-28519

                                   ZANN CORP.
                 (Name of small business issuer in its charter)

           NEVADA                                      76-0510754
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
 incorporation or organization)

 1549 NORTH LEROY STREET, SUITE D-200                    48430
         FENTON, MICHIGAN                              (Zip Code)
(Address of principal executive offices)


                                 (810) 714-2978
                           (Issuer's telephone number)


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 [_]

     State  the  number of shares outstanding of each of the issuer's classes of
common  equity, as of the latest practicable date: As of May 3, 2005, the issuer
had  18,074,583  shares  of  its  common  stock  issued  and  outstanding.

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


<PAGE>
                                   ZANN CORP.

                                   FORM 10-QSB
                      FOR THE QUARTER ENDED MARCH 31, 2005
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
<S>                                                                         <C>
PART I - FINANCIAL INFORMATION                                               1
    Item 1.  Financial Statements (Unaudited). . . . . . . . . . . . . . .   1
      Condensed Consolidated Balance Sheet . . . . . . . . . . . . . . . .   1
      Condensed Consolidated Statement of Losses . . . . . . . . . . . . .   2
      Condensed Consolidated Statements of Cash Flow . . . . . . . . . . .   3
      Notes to Condensed Consolidated Financial Statements . . . . . . . .   4
    Item 2.  Management's Discussion and Analysis or Plan of Operation . .  10
    Item 3.  Controls and Procedures . . . . . . . . . . . . . . . . . . .  14
PART II - OTHER INFORMATION. . . . . . . . . . . . . . . . . . . . . . . .  15
    Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds .  15
    Item 3.  Submission of Matters to a Vote of Security Holders . . . . .  15
    Item 5.  Other Information . . . . . . . . . . . . . . . . . . . . . .  15
    Item 6.  Exhibits. . . . . . . . . . . . . . . . . . . . . . . . . . .  15
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
</TABLE>


<PAGE>
                         PART I - FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS.

<TABLE>
<CAPTION>
                                                          ZANN CORP.
                                            CONDENSED CONSOLIDATED BALANCE SHEETS


                                                                                       March 31, 2005      December 31, 2004
                                                                                     -------------------  -------------------
                                                                                             (unaudited)
<S>                                                                                  <C>                  <C>
ASSETS
------
Current Assets
    Cash and cash equivalents                                                        $           81,968   $           39,890
    Inventory  (Note D)                                                                          15,958               16,397
    Prepaid expenses and other                                                                      695                2,314
                                                                                     -------------------  -------------------
        Total Current Assets                                                                     98,621               58,601

Total Assets                                                                         $           98,621   $           58,601
                                                                                     ===================  ===================

LIABILITIES AND DEFICIENCY IN STOCKHOLDERS' EQUITY
--------------------------------------------------
Current Liabilities
    Accounts payable and accrued liabilities  (Note E)                               $          716,618   $          704,934
    Account payable-related party                                                                 1,600                1,600
    Notes payable-others  (Note F)                                                              128,945               30,000
                                                                                     -------------------  -------------------

        Total Current Liabilities                                                               847,163              736,534

Deficiency in Stockholders' Equity
    Common stock, $.001 par value, 4,000,000,000 shares authorized, 13,586,583
    and 659,399 shares issued and outstanding respectively.                                      13,587                  660
    Subscription receivable                                                                     (70,000)             (39,616)
    Preferred Stock,
        Series A, $.001 par, 20,000,000 shares authorized, 2,497,700 and 2,437,700
        shares issued and outstanding, respectively.                                              2,498                2,438
        Series B, par value $.001; authorized 1,250,000; no shares issued and
        outstanding at March 31, 2005 and December 31, 2004                                           -                    -
        Series C, $.001 par, 25,000,000 shares authorized 10,000,000 issued and
        outstanding at March 31, 2005 and December 31, 2004                                      10,000               10,000

    Additional paid-in-capital                                                               36,358,127           35,468,213

    Accumulated deficit                                                                     (37,062,754)         (36,119,628)
                                                                                     -------------------  -------------------

        Total (Deficiency) in Stockholders' Equity                                             (748,542)            (677,933)

Total Liabilities and (Deficiency in) Stockholders' Equity                           $           98,621   $           58,601
                                                                                     ===================  ===================
</TABLE>

See accompanying notes to unaudited condensed consolidated financial statements


                                        1
<PAGE>
<TABLE>
<CAPTION>
                                                     ZANN CORP.
                                     CONDENSED CONSOLIDATED STATEMENT OF LOSSES
                                                     (UNAUDITED)

                                                                                    For the three months ended
                                                                                                   March 31, 2004
                                                                               March 31, 2005    (Restated -Note J)
                                                                              -----------------  -------------------
<S>                                                                           <C>                <C>
REVENUES
Sales, net                                                                    $            345   $                -
Cost of goods sold                                                                        (439)                   -
                                                                              -----------------  -------------------
    Gross  (loss)                                                                          (94)                   -

OPERATING EXPENSES
    Selling, general & administrative                                                  941,086            1,272,941
                                                                              -----------------  -------------------

(LOSS) FROM OPERATIONS                                                                (941,180)          (1,272,941)

Other Income (Expense)
    Interest income (expense)-net                                                       (1,945)                   -
    Debt forgiveness                                                                         -                9,404
                                                                              -----------------  -------------------
        Total Other Income (Expense)                                                    (1,945)               9,404

NET (LOSS) BEFORE PROVISION FOR INCOME TAX                                             943,125           (1,263,537)
PROVISION FOR INCOME TAX                                                                     -                    -

NET (LOSS)                                                                    $       (943,125)  $       (1,263,537)
                                                                              =================  ===================

Loss per share (basic and fully diluted)                                      $          (0.15)  $          (446.79)
                                                                              =================  ===================
Basic and diluted weighted average number of shares outstanding as restated
for reverse and forward stock splits                                                 6,333,018                2,828
</TABLE>

See accompanying notes to unaudited condensed consolidated financial statements


                                        2
<PAGE>
<TABLE>
<CAPTION>
                                          ZANN CORP.
                        CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
                                          (UNAUDITED)

                                                              For the three months ended
                                                                              March 31, 2004
                                                                             -----------------
                                                           March 31, 2005    (Restated-NoteJ)
                                                          -----------------  -----------------
<S>                                                       <C>                <C>
Cash Flows Used in Operating Activities
    Net (loss)                                            $       (943,125)  $     (1,263,537)
    Adjustments to reconcile net (loss)
        to net cash used in operating activities:
        Common stock issued for services                           196,300             71,212
        Preferred series A issued for services                         900                  -
        Preferred series A issued for debt                               -             32,583
        Employee stock option expense                              385,664            132,202
        Debt forgiven                                                    -              9,404
    Changes in:
        Accounts receivable, prepaid expenses and other              2,058                  -
        Accounts payable and accrued expenses                       11,684           (110,748)
                                                          -----------------  -----------------

Net cash (used in) operating activities                           (346,519)        (1,128,884)
Cash Flows from Financing Activities:
    Convertible debenture                                          100,000                  -
    Payments on convertible debenture                               (1,055)                 -
    Proceeds from sale of common stock                             289,652            779,998
                                                          -----------------  -----------------

Net Cash provided by Financing Activities                          388,597            779,998

Net Change in Cash and Cash Equivalents                             42,078           (348,886)

Cash at beginning of period                                         39,890            357,493

Cash at end of period                                     $         81,968   $          8,607
                                                          =================  =================

Supplemental Disclosure of Cash Flows Information:
Cash paid during the period for interest                  $          1,945   $              -
Cash paid during the period for income taxes              $              -   $              -

Common stock issued in exchange for services rendered     $        196,300   $         71,212
Preferred shares issued for services                                   900                  -
Preferred shares issued for debt                          $              -   $      3,022,551
Employee stock options expenses                           $        385,664   $        132,202
Income from liabilities forgiven                          $              -   $          9,404
Write off of related party advances                       $         87,198   $              -
</TABLE>

See accompanying notes to unaudited condensed consolidated Financial Statements


                                        3
<PAGE>
                                   ZANN CORP.
         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                 MARCH 31, 2005


NOTE  A  -  SUMMARY  OF  ACCOUNTING  POLICIES

GENERAL

The  accompanying unaudited consolidated financial statements have been prepared
in accordance with accounting principles generally accepted in the United States
of  America  for interim financial information and with the instructions to Form
10-QSB.  Accordingly,  they  do not include all of the information and footnotes
required  by  generally  accepted  accounting  principles for complete financial
statements.

In  the  opinion  of management, all adjustments (consisting of normal recurring
accruals)  considered  necessary  for  a  fair  presentation have been included.
Accordingly,  the results from operations for the three-month period ended March
31,  2005 are not necessarily indicative of the results that may be expected for
the  year  ending  December  31,  2005.  The  unaudited  consolidated  financial
statements should be read in conjunction with the consolidated December 31, 2004
financial  statements  and  footnotes thereto included in the Company's SEC Form
10-KSB.

BUSINESS  AND  BASIS  OF  PRESENTATION

The  Company  incorporated  in  Florida on March 4, 1999 as Investra Enterprises
Inc.  On  March  6,  2000,  we  completed  a  Share  Purchase Agreement in which
Pathobiotek  Diagnostics,  Inc.  a Texas Corporation, acquired all of our issued
and  outstanding  shares  for $150,000 for the purpose of completing a merger of
Pathobiotek Diagnostics, Inc. and Investra Enterprises. Pathobiotek Diagnostics,
Inc.,  a  Texas  corporation,  was  the  surviving  entity.

Effective  September 7, 2001, we implemented a reverse split of our common stock
at  the  ratio  of  one  post-consolidation  share for each 40 pre-consolidation
shares,  except  that  no  shareholder  was  reduced  to  less  than  10 shares.

On  October  16,  2001, we completed the Plan and Agreement of Reorganization by
and  between  Pathobiotek  Diagnostics  Inc.,  ATNG  Acquisition,  Inc., a Texas
corporation,  and  ATNG,  Inc.,  a  Nevada  corporation  under which Pathobiotek
Diagnostics  Inc.  issued 27,836,186 shares of its common stock as consideration
for  its  wholly owned subsidiary, ATNG Acquisition, Inc. to acquire 100 percent
of  the  issued  and  outstanding  stock  of  ATNG,  Inc., a Nevada corporation.

Following  the October 16, 2001 reorganization, ATNG Acquisition, Inc. and ATNG,
Inc. merged. On October 17, 2001, we changed our name to ATNG, Inc. On September
6,  2003  we  changed  our domicile from Texas to Nevada and changed our name to
ATNG  Inc.

On August 10, 2004, the Company acquired Blue Kiwi, Inc., a Michigan Corporation
engaged  in  the  marketing and sale of nutritional supplements. Blue Kiwi, Inc.
currently  markets  two  lines  of  products:  Fatigue  Pack  and  PMS  Pack.

In  November  2004,  the  shareholders  and  directors of the Company approved a
change  in  the  name  of the Company from ATNG, Inc. to Zann Corp., amended its
Articles  of  Incorporation,  increasing  the  number  of  authorized  shares to
4,000,000,000 and authorized a reverse stock split effective December 3, 2004 of
one  post consolidation share for every 900 pre-consolidation share. On March 1,
2005  the  sole  Director  approved  a  decrease  in  the  authorized  shares to
11,428,572  and authorized a reverse stock split effective March 10, 2005 of one
post  consolidation  share  for  every  350  pre-consolidation  share.  On April
19,  2005  the  Sole Director approved a forward stock split of three shares for
every one share held as of May 3, 2005.  The accompanying  financial  statements
reflect  these  changes.  Accordingly,  all historical  weighted  average  share
and  per  share  amounts have been restated to reflect  the  reverse and forward
stock  splits. In addition the meeting approved and increase in  the  number  of
shares  of  Preferred  Stock  to  350,000,000  and  increased  the  authorized
number  of  common  shares  to  4,000,000,000


                                        4
<PAGE>
The  consolidated  financial statements include the accounts of the Company, and
its  wholly-owned  subsidiary,  Blue  Kiwi,  Inc.  Significant  intercompany
transactions  have  been  eliminated  in  consolidation.

RECLASSIFICATIONS

Certain  reclassifications  have been made in prior periods financial statements
to  conform  to  classifications  used  in  the  current  period.

REVENUE  RECOGNITION

For  revenue  from  product  sales, the Company recognizes revenue in accordance
with  Staff  Accounting  Bulletin No. 104, REVENUE RECOGNITION ("SAB104"), which
superceded  Staff  Accounting Bulletin No. 101, REVENUE RECOGNITION IN FINANCIAL
STATEMENTS  ("SAB101").  SAB  101  requires that four basic criteria must be met
before  revenue  can  be  recognized:  (1) persuasive evidence of an arrangement
exists;  (2)  delivery  has  occurred;  (3)  the  selling  price  is  fixed  and
determinable;  and  (4)  collectibility  is reasonably assured. Determination of
criteria  (3)  and  (4)  are based on management's judgments regarding the fixed
nature of the selling prices of the products delivered and the collectibility of
those  amounts.  Provisions  for  discounts  and rebates to customers, estimated
returns  and  allowances,  and  other  adjustments  are provided for in the same
period  the related sales are recorded. The Company defers any revenue for which
the  product has not been delivered or is subject to refund until such time that
the  Company  and  the  customer  jointly  determine  that  the product has been
delivered  or  no  refund will be required. SAB 104 incorporates Emerging Issues
Task  Force 00-21 ("EITF 00-21") MULTIPLE-DELIVERABLE REVENUE ARRANGEMENTS. EITF
00-21  addresses  accounting  for  arrangements that may involve the delivery or
performance  of  multiple  products,  services  and/or rights to use assets. The
effect  of  implementing  EITF  00-21  on  the  Company's consolidated financial
position  and  results  of  operations  was  not  significant.


STOCK  BASED  COMPENSATION

In December  2002,  the FASB issued SFAS No. 148,  "Accounting  for  Stock-Based
Compensation-Transition and Disclosure-an amendment of SFAS 123." This statement
amends SFAS No.  123,  "Accounting  for  Stock-Based  Compensation,"  to provide
alternative methods of transition for a voluntary change to the fair value based
method of accounting for stock-based employee  compensation.  In addition,  this
statement  amends  the  disclosure  requirements  of  SFAS  No.  123 to  require
prominent  disclosures in both annual and interim financial statements about the
method of accounting for stock-based employee compensation and the effect of the
method used on reported  results.  The Company has chosen to continue to account
for stock-based  compensation using the intrinsic value method prescribed in APB
Opinion No. 25 and related  interpretations.  Accordingly,  compensation expense
for stock options is measured as the excess, if any, of the fair market value of
the  Company's  stock at the date of the grant  over the  exercise  price of the
related option. The Company has adopted the annual disclosure provisions of SFAS
No. 148 in its  financial  reports for the year ended  December 31, 2003 and has
adopted the interim  disclosure  provisions  for its  financial  reports for the
subsequent periods. The Company does not have any awards of stock-based employee
compensation  issued  and  outstanding  at  September  30,  2004.

On  December  16,  2004,  the Financial Accounting Standards Board (FASB) issued
FASB  Statement  No.  123R  (revised  2004),  "Share-Based  Payment"  which is a
revision  of  FASB Statement No. 123, "Accounting for Stock-Based Compensation".
Statement  123R  supersedes  APB opinion No. 25, "Accounting for Stock Issued to
Employees",  and  amends  FASB  Statement  No.  95,  "Statement  of Cash Flows".
Generally,  the  approach in Statement 123R is similar to the approach described
in  Statement 123.  However, Statement 123R requires all share-based payments to
employees,  including  grants of employee stock options, to be recognized in the
income  statement based on their fair values.  Pro-forma disclosure is no longer
an  alternative.  On  April  14, 2005, the SEC amended the effective date of the
provisions  of  this statement.  The effect of this amendment by the SEC is that
the Company will have to comply with Statement 123R and use the Fair Value based
method  of  accounting  no later than the first quarter of 2006.  Management has
not  determined  the  impact  that  this  statement  will  have  on  Company's
consolidated  financial  statements.


                                        5
<PAGE>
NOTE  B  -  ACQUISITION

On August 10, 2004, the Company acquired Blue Kiwi, Inc., a Michigan Corporation
engaged  in  the  marketing  and  sale  of  nutritional supplements. The Company
entered  into  an  acquisition  agreement  with Robert C. Simpson, the Company's
president, chief executive officer, and majority shareholder, to purchase all of
the  issued  and  outstanding  capital  stock  of  Blue  Kiwi  Inc.,  a Michigan
corporation, for the sum of $5 million, payable in monthly installments of up to
10  percent of our gross profit. The obligation to pay $5 million to Dr. Simpson
in  connection  with  the  Blue  Kiwi  is expressly conditioned upon the Company
generating  profit.  In  the absence of profits, obligation to pay $5 million to
Dr.  Simpson  is without effect. The obligation will not bear any interest. As a
result  of  the  Acquisition,  Blue Kiwi became our wholly-owned subsidiary. The
following  is  the  summary  of  assets  acquired  and  liabilities  assumed and
consideration  paid  relating  to  the  transaction:  assets  acquired:

<TABLE>
<CAPTION>
<S>                         <C>
Cash                        $ 10,612
Other Current Assets           3,256
                            ---------
Total Assets Acquired         13,868
Accounts Payable               9,548
Due to Related Party         299,600
                            ---------
Total Liabilities Acquired   309,148
Cash paid                     (1,000)
                            ---------
Goodwill                    $296,280
                            ---------
</TABLE>

The acquisition was accounted for as a purchase in accordance with SFAS 141 and,
accordingly, the operating results of the acquired company have been included in
the  Company's  consolidated financial statements since the date of acquisition.

NOTE  C  -  GOODWILL  AND  OTHER  INTANGIBLE  ASSETS  -  ADOPTION  OF  SFAS  142

The  Company  has  adopted  Statement  of Financial Accounting Standards No. 142
"Goodwill  and  Other  Intangible Assets" (SFAS No. 142). SFAS No. 142 addresses
how  intangible  assets  that are acquired individually or with a group of other
assets  should  be accounted for in financial statements upon their acquisition.
This  statement  requires  goodwill amortization to cease and for goodwill to be
periodically  reviewed  for  impairment. Under SFAS No. 142, goodwill impairment
occurs  if  the  net  book  value of a reporting unit exceeds its estimated fair
value.  The Company's goodwill asset was with regard to the acquisitions of Blue
Kiwi  for $296,280. The test completed in the last quarter ended on December 31,
2004  indicated that the recorded book value of reporting unit exceeded its fair
value,  as  determined by discounted cash flows. The decrease in fair value is a
result  of:

     -    Significant  operating  losses  during  the  past  six  months
     -    Unanticipated  decline  in  revenues  and  profitability
     -    Loss  of  key  personnel

As  a result of these events and circumstances, Company management believes that
more  likely  than  not the fair value of the reporting unit's goodwill has been
reduced  below  its  carrying  value.  As  a  result,  management  performed  an
evaluation  of  the reporting unit's tangible and intangible assets for purposes
of  determining  the  implied  fair value of goodwill at December 31, 2004. Upon
completion  of  the assessment, management recorded a non-cash impairment charge
of  $(296,280),  net of tax, or $(23.16) per share, to reduce the carrying value
of  goodwill  in  this  reporting  unit  to  its  estimated  value  of  $0.

Considerable  management  judgment  is  necessary  to  estimate  fair  value.
Accordingly,  actual  results  could  vary  significantly  from  managements'
estimates.

NOTE  D  -  INVENTORIES

Inventories  are  stated  at  the  lower  of  cost  or  market determined by the
first-in,  first-out  (FIFO)  method.  Inventories consist of pre-packaged goods
available  for  sale  to  customers.

Components  of  inventories  as  of  March 31, 2005 and  December 31,2004 are as
follows:


                                        6
<PAGE>
<TABLE>
<CAPTION>
<S>             <C>      <C>
                   2005     2004
                -------  -------
Finished Goods  $15,958  $16,397
                =======  =======
</TABLE>

NOTE  E  -  ACCOUNTS  PAYABLE  AND  ACCRUED  LIABILITIES

Accounts  payable  and  accrued  liabilities  at  March  31,  2005 and  December
31,2004  consist  of  the  following:

<TABLE>
<CAPTION>
<S>               <C>       <C>
                      2005      2004
                  --------  --------
Accounts Payable  $339,451  $346,801
Accrued Salaries   135,937   116,903
Payroll Taxes      234,930   234,930
Accrued Interest     6,300     6,300
                            --------
Total             $716,618  $704,934
                  --------  --------
</TABLE>

NOTE  F  -  NOTES  PAYABLE

NOTES  PAYABLE  AT  MARCH  31,  2005  DECEMBER  31,  2004  ARE  AS  FOLLOWS:

<TABLE>
<CAPTION>
                                                                                 2005       2004
                                                                              ----------  ---------
<S>                                                                           <C>         <C>
Convertible Debenture, due April 1, 2005, interest 12%, convertible into
180,000 preferred shares-series A. On April 1, 2005 the holder of this
debenture agreed to accept 50,000 shares of preferred shares-series B         $  30,000   $ 30,000
Convertible Debenture, due January 1, 2006, interest 10%, payable $1,000
per month, convertible into 15,000  preferred shares-series A on a basis of
$.663 cents for each share converted.                                            98,945        -0-
                                                                              ----------  ---------
    Total                                                                       128,945     30,000
Less: Current portion                                                          (128,945)   (30,000)
                                                                              ----------  ---------
Notes Payable: Long-term                                                      $       -   $      -
                                                                              ==========  =========
</TABLE>

NOTE  G  -  CAPITAL  STOCK

On  December  3,  2004, the Shareholders and Directors of the Company approved a
change  in  the  name  of the Company from ATNG, Inc. to Zann Corp., amended its
Articles  of  Incorporation,  increasing  the  number  of  authorized  shares to
4,000,000,000 and authorized a reverse stock split effective December 3, 2004 of
one  post consolidation share for every 900 pre-consolidation share. On March 1,
2005  the  sole  Director  approved  a  decrease  in  the  authorized  shares to
11,428,572  and authorized a reverse stock split effective March 10, 2005 of one
post  consolidation  share  for  every 350 pre-consolidation share. On April 19,
2005  the  sole  Director approved a forward split of 3 shares for every 1 share
outstanding  effective  May  3, 2005. The sole Director also approved increasing
the  authorized  number  of  common  shares to 4,000,000,000 preferred shares to
350,000.  The  accompanying  financial  statements  reflect  these  changes.
Accordingly,  all  historical  weighted average share and per share amounts have
been  restated  to  reflect  the  reverse  and  forward  stock  splits.

COMMON  STOCK

The  Company  is  authorized  to  issue  4,000,000,000  shares  of common stock,
with $0.001  par value per share. As of March 31, 2005 and December 31, 2004 the
Company has issued and outstanding 13,586,583 and 659,399 shares respectively of
common  stock  with  par  value  of  $0.001  per  share.

During  the  three months  ended  March 31, 2005 and 2004, the Company issued an
aggregate  of 9,704,328 and  647 shares for employee stock incentive program for
$705,700  and  $912,200  respectively.  In  relation  to  issuance of shares for
employee  stock  incentive  program,  the Company received cash of  $237,322 and
$779,998  respectively  and


                                        7
<PAGE>
recorded  a  subscription  receivable  at  March 31,2005 of $70,000. The Company
recorded  $398,378  and  $132,202 respectively as employee compensation expenses
for  the  three  months  ended  March  31,  2005  and  2004.

During  the  three  months ended  March 31, 2005 and 2004, the Company issued an
aggregate  of  3,222,856 and 72  shares respectively  for  various  professional
services  valued  at $196,300 and $71,212 respectively. The Company  valued  the
shares  issued  at  the  closing price on the date the shares were issued, which
approximated  the  fair  value of the services rendered.  The compensation costs
of  $196,300  and $71,212 were charged  to  operations  during  the three months
ended  March  31,  2005  and  2004  respectively.

The  Company  accounts  for  its  employee  stock-based compensation plans under
Accounting  Principles Board ("APB") Opinion No. 25, Accounting for Stock Issued
to  Employees.  The  Company  granted  9,704,328  and  647  options  to purchase
common stock to employees  in  the three month periods  ended March 31, 2005 and
2004,  respectively.  All options vest immediately, have  an  exercise  price of
90 percent of market value on the date of grant and expire  10  years  from  the
date  of  grant.  At  March  31, 2005 and 2004 the Company recorded $705,700 and
$912,200  for  the  9,704,328  and  647 shares issued to employees.  The Company
also  charged  expenses  of  $398,378  and $132,202 relating to these issuances.

All  of  the  above  share  information  has  been  adjusted to reflect the post
consolidation  of   350:1  on  March  10,  2005  and the forward split of 3:1 on
May  3,  2005

PREFERRED  STOCK

Series  A  shares  are  convertible into 10 shares of common stock. The Series A
preferred  stock will have one vote per share on all matters submitted to a vote
of  the  holders of common stock, including, without limitation, the election of
directors.  At  March  31,  2005  December  31,  2004  there  were 2,497,700 and
2,437,700  shares  issued  and  outstanding,  respectively.

During the three months ended March 31, 2004, the Company issued an aggregate of
154,700  shares  of series A preferred stock in exchange of debt for $3,022,550.

During  the  three months ended March 31, 2005 , the Company issued an aggregate
of  60,000  shares of series A preferred stock for various professional services
valued  at $900. The Company valued the shares issued at $0.015 per share, which
approximated  the fair value of the services rendered. The compensation costs of
$900  were  charged  to operations during the three months ended March 31, 2005.

Series  B  shares  are  convertible  into 1 share of common stock.  The Series B
preferred  stock will have one vote per share on all matters submitted to a vote
of  the  holders of common stock, including, without limitation, the election of
directors.  At  March  31,  2005  and December  31,  2004  there  were no shares
issued  and  outstanding.

Series  C  shares  have  no  conversion rights into shares of common stock. Each
share  of  Series  C preferred stock will have voting rights equal to 500  votes
per  share of common stock on all matters submitted to  a  vote  of  the holders
of  common  stock,  including,  without limitation, the election  of  directors.

At  March  31,  2005  and  December  31,  2004  there were 10,000,000  shares of
series  C  preferred  stock  issued  and  outstanding,  respectively.

NOTE  H  -  NON  QUALIFIED  STOCK  COMPENSATION  PLAN

In  January  2004,  the  company  authorized  the  Employee Stock Incentive Plan
("ESIP")  NO. 1 for 2004 and the Non-Employee Director and Consultant's Retainer
Plan ("NDCRP") No. 1 for 2004. In June 2004, the company authorized the Employee
Stock  Incentive  Plan ("ESIP") NO. 2 for 2004 and the Non-Employee Director and
Consultant's  Retainer  Plan  ("NDCRP")  No.  2 for 2004. In September 2004, the
company  authorized  Post-Effective  Amendment  No.  1  to  the  Employee  Stock
Incentive  Plan  ("ESIP")  NO.  2  for  2004  and  the Non-Employee Director and
Consultant's  Retainer  Plan  ("NDCRP")  No.  2  for 2004. In November 2004, the
company  authorized  Post-Effective  Amendment  No.  2  to  the  Employee  Stock
Incentive  Plan  ("ESIP")  NO.  2  for  2004  and  the Non-Employee Director and
Consultant's  Retainer Plan ("NDCRP") No. 2 for 2004. Also in November 2004, the
company  authorized  Post-Effective  Amendment  No.  3  to  the  Employee  Stock
Incentive  Plan  ("ESIP")  NO.  2  for  2004


                                        8
<PAGE>
and the Non-Employee Director and Consultant's Retainer Plan ("NDCRP") No. 2 for
2004. In December 2004, the company authorized Post-Effective Amendment No. 4 to
the  Employee  Stock Incentive Plan ("ESIP") NO. 2 for 2004 and the Non-Employee
Director and Consultant's Retainer Plan ("NDCRP") No. 2 for 2004. The purpose of
the  NDRCP  is  to attract non-employee directors and consultants who capable of
improving  the success of the Company by providing a direct economic interest to
Company  performance.  Under  the  terms of this plan, non employee directors or
consultants  may  be compensated through the issuance of Company stock at Market
Value  on  the date of issuance. The plan is administered by the Company's Board
of  Directors.

NOTE  I  -  RELATED  PARTY  TRANSACTIONS

The  Company  advance  funds  to  related  entities  for business development or
reimbursement  of  expenses.  All  amounts  are  evaluated  periodically  and
non-collectible  amounts  are  written off to expense. During three months ended
March  31,  2005,  the  Company wrote off $87,198 as non collectible advances to
related  parties.

At  March  31,  2005  and  December  31,  2004  accounts  payable-related  party
outstanding  balance  was $1,600. The Company provides management and consulting
services  under  agreements with entities controlled by the Company's President.
The  Company's  management  has determined that the collectibility and length of
time  to  collect  the  amount  due  from  these  entities can not be reasonably
assured.  Accordingly,  revenues  are recognized as collected in connection with
the  services  rendered.  During  the periods ended March 31, 2005 and 2004, the
Company  did  not  receive  nor  recognize revenues in connection with providing
these  services.

During  the  periods ended March 31, 2005 and  2004 the employees of the Company
were  paid  through   entities  owned by the Company's President. These entities
are  responsible  for payroll, all payroll taxes, health insurance plans and all
other  employee  benefits.  During  the  three  months ended  March 31, 2005 and
2004  the  Company  paid  these  entities  approximately  $185,936  and  $52,227
respectively,  which  has  been charged to operations. At March 31, 2005 $19,034
was  owed  to  the  related  entity  (included  in accounts payable) for payroll
expenses.  There  were  no  amounts  due to the entities as of  March 31,  2004.

NOTE  J  -  RESTATEMENT

During the audit of the  Company's  financial  statements  for the twelve months
ended December 31, 2004,  the Company made accounting  adjustments  for  certain
transactions  that  occurred  during  the  three  months ended March 31, 2004 as
follows:
     -    Recorded  Employee  stock  options at Fair Market Value at the date of
          the  grant  less  cash  received from the employee exercise. Increased
          Employee  Stock  Option expense $132,202 and increased Additional Paid
          In  Capital  by  $132,202.
     -    Recorded  Preferred Series A shares issued for debt at the fair market
          value of the shares at the date agreements were made with creditors to
          take shares in exchange for their debts. The effect of this adjustment
          was  to  increase  the  Accumulated  Deficit  at  December 31, 2003 by
          $2,809,824,  decrease Debt Forgiveness income by $285,641 and increase
          Additional  Paid  In  Capital by $3,095,465 for the three months ended
          March  31,  2004.
     -    Write  off  advances  to  related  companies  and  potential  business
          ventures.  This  adjustment  increased  the  loss for the period ended
          March  31,  2004  by  $390,000 and reduced Accounts Receivable-Related
          Parties  by  $390,000  at  March  31,  2004.
     -    Adjusted  Other Obligations by negotiating the cancellation of certain
          shares  to  be  issued  to a related party and others. This adjustment
          reduced  Other Obligations by $318,100, decreasing Debt Forgiveness by
          $182,500  and  increasing  Additional  Paid  In  Capital  by $135,600.
     -    Adjusted  Common  Stock  to  reflect the 900:1 and 350:1 reverse stock
          splits  on  December  3, 2004 and March 10, 2005, respectively and the
          3:1  forward  stock  split  on  May 3, 2005. This adjustment increased
          Additional  Paid  In Capital by $314,584 and decreased Common Stock by
          $314,584.
     -    Adjusted  the  Par  Value  of  Preferred Series A and C to reflect the
          correct par value. This adjustment increased the Par Value of Series A
          by  $735,  Series C by $4,000 and decreased Additional Paid In Capital
          by  $4,735.


                                        9
<PAGE>
The  net  effect  of these adjustments for the three months ended March 31, 2004
are  as  follows:

<TABLE>
<CAPTION>
                                                                Three Months Ended
                                                                  March 31, 2004
                                                         As Originally
                                                            Reported            Restated
                                                      --------------------  ----------------
<S>                                                   <C>                   <C>
Total Assets                                          $           398,607   $         8,607
                                                      --------------------  ----------------

Liabilities and Other Obligations                     $         2,207,429   $     1,889,336

Common Stock                                          $           317,022   $         2,438
Preferred Series A                                                    400             1,135
Preferred Series C                                                  1,000             5,000
Additional Paid In Capital                                     21,256,095        24,929,211
Accumulated Deficit                                           (23,383,339)      (26,818,513)
                                                      --------------------  ----------------
Total Liabilities and (Deficiency) in Stockholders'
Equity                                                $           398,607   $         8,607
                                                      --------------------  ----------------

Net (Loss)                                            $          (638,187)  $    (1,263,537)
                                                      --------------------  ----------------
Loss Per Share - Basic and Diluted                    $           (225.67)  $       (446.79)
                                                      --------------------  ----------------
</TABLE>

ITEM  2.   MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN  OF  OPERATIONS.

FORWARD-LOOKING  INFORMATION

     Much  of  the  discussion in this Item is "forward looking" as that term is
used  in  Section  27A  of  the Securities Act and Section 21E of the Securities
Exchange  Act of 1934.  Actual operations and results may materially differ from
present  plans  and  projections  due  to  changes  in  economic conditions, new
business  opportunities,  changed  business  conditions, and other developments.
Other factors that could cause results to differ materially are described in our
filings  with  the  Securities  and  Exchange  Commission.

     There  are  several  factors  that  could cause actual results or events to
differ  materially  from  those anticipated, and include, but are not limited to
general  economic,  financial and business conditions, changes in and compliance
with  governmental  laws  and  regulations,  including various state and federal
environmental  regulations,  our  ability  to  obtain  additional financing from
outside  investors and/or bank and mezzanine lenders and our ability to generate
sufficient  revenues  to  cover  operating  losses  and  position  us to achieve
positive  cash  flow.

     Readers  are  cautioned  not to place undue reliance on the forward-looking
statements contained herein, which speak only as of the date hereof.  We believe
the  information  contained  in  this  Form 10-QSB to be accurate as of the date
hereof.  Changes  may  occur  after  that  date.   We  will  not  update  that
information  except  as  required  by  law  in  the  normal course of its public
disclosure  practices.

     Additionally,  the  following  discussion regarding our financial condition
and  results  of  operations  should  be  read in conjunction with the financial
statements  and related notes contained in Item 1 of Part I of this Form 10-QSB,
as  well as the financial statements in Item 7 of Part II of our Form 10-KSB for
the  fiscal  year  ended,  2  December  31,  2004.

MANAGEMENT'S  PLAN  OF  OPERATIONS

GENERAL

     We  are  approximately  two and a half years into a turnaround period.  All
planned  acquisitions  are  either  completed  or cancelled, with one exception;
Sartam  Industries  Inc.  We  have  signed  a "Letter of Intent" with Sartam and
are  working  on  a "Definitive Agreement".  An audit will be required as one of
significant the steps in the acquisition process.  Those acquisitions which were
cancelled  did  not  meet  our  audit  compliance  standards.  We


                                       10
<PAGE>
completed  the  acquisition of Blue Kiwi Inc. in the 3rd Quarter  of 2004.  Blue
Kiwi  has  two  products  on  the  market,  the  Fatigue  Pack(R)  and  the  PMS
Pack(TM).

     The  first  business unit was formed with the acquisition of Blue Kiwi Inc.
during  the  3rd  Quarter  of  2004  and  the remaining business units have been
initiated internally.  Our revitalization process began in the fall of 2002 when
the  former  management  team departed.  At that time Robert Simpson assumed the
role  of  acting  chief  executive  officer and the operating objectives were as
follows:

     -    Raise  operating capital to sustain operations and improve all aspects
          of  the  business;
     -    Settle  all  old  debts  incurred prior to the 4th quarter of 2002 and
          keep  all  debt  current  going  forward
     -    Manage  the  legal  issues,  including  those inherited from the prior
          management  team
     -    Achieve  profitability;  and
     -    Create  shareholder  value.

          The  first four objectives were achieved by or during 2004 as follows:

          -  We  raised  enough  working  capital  for  a  turnaround  and
          revitalization;  $9,000,000.00  in  debt  and legal exposure inherited
          from  the prior management was settled, with the exception of $235,000
          in  payroll  taxes  and  $116,000  in  salaries.

          -  Most  of  the  liabilities  currently  shown  in the financials are
          expected  to  be  written  off as their statute of limitations allows;

          -  The  remaining  tax  liability  is  down  to less than $88,000; and

          -  All  the legal issues inherited from the prior management have been
          settled  and  there  is  one  new  legal  action.

     The  acquisition  of  Blue  Kiwi  Inc.  is  complete  and  the products are
beginning  to sell.  The national TV ad campaign run in the fall of 2004 did not
meet  our  expectations.  Our  new  product  development  team  has more than 45
products in the final stages of development with expectations of 25 new products
per  quarter  going  into  distribution.

     We  have three promising patents, one for a blood-borne bacteria associated
with  multiple  sclerosis  and  chronic  fatigue syndrome, one for an activating
virus  associated  with AIDS and several cancers, and one for analog compression
technology.  The  most  promising  of  these is the bloodborne bacterium patent.
Monoclonal  antibodies  are being tested and are performing as per requirements.
These  monoclonals  are  being used to study pathogenesis.  The methylobacterium
are  not  supposed  to be in the blood.  It is a contradiction to medical dogma.
It  has  taken  several  years  and several million dollars to characterize this
organism  and  to  produce  antibodies.  Now  we  can  accelerate  our research.

     The  company has four current business units and one planned acquisition as
follows:

     -    Monoclonal  antibodies  and  gene  therapy;

     -    Nutritional  supplements  (Blue  Kiwi);

     -    Franchising  of  Niche  market  vehicle  dealerships;

     -    Financial  services;  (development  stage)

     -    Sartam  Industries,  Inc.  (semi-automatic  riveting  system - planned
          acquisition).

TECHNOLOGY  AND  PATENTS

     We  currently  own  the  following  patents:


                                       11
<PAGE>
     Compression  Technology,  Patent  Number  US  6,724,326 B1, dated April 20,
2004,  assigned  to  ZANN  Corp. on February 21, 2005, serial number 10/345,834;

     Human  Blood  Bacterium, Patent Number US 6,255,467 B1, dated July 3, 2001,
assigned  to  ZANN  Corp.  on  February  21, 2005, serial number 09/187,946; and

     Human and Marmoset Activating Viruses, Patent Number US 6,177,081 B1, dated
January  23,  2001,  assigned  to  ZANN  Corp.  on  February  21,  2005,  serial
number  08/901,128.

RESULTS  OF  OPERATIONS

CONTINUING  OPERATIONS

REVENUE

THREE  MONTHS  ENDED MARCH 31, 2005 COMPARED TO THE THREE MONTHS ENDED MARCH 31,
2004.

     Total  net sales and revenues were at $345 for the three months ended March
31,  2005 compared to $0 for the period ended March 31, 2004, an increase of 345
percent.

     Our  gross profit (loss) for the three months ended March 31, 2005 compared
to  2004  decreased  to  $(94)  from  $0.  Gross (loss) as a percentage of sales
increased  to  (27)  percent  in  2005  from  0  percent  in  2004.

     Total operating expenses for the three months ended March 31, 2005 compared
to  2004  decreased by $331,855 to $941,086 from $1,272,941 in the prior period.

     Operating  loss  decreased  from a loss of $1,272,941 to a loss of $941,180
for the three months ended March 31, 2005 compared to the period ended March 31,
2004.

     Interest  expense, net for the three months ended March 31, 2005 was $1,945
as  compared  to  $0  for  the  same  period  of  2004.

     Net  loss  from  continuing operations for the three months ended March 31,
2005  increased  to a loss of $943,125 from a loss of $1,263,537 compared to the
same  period  2004.


                                       12
<PAGE>
SETTLEMENT  OF  DEBTS  AND  LIABILITIES

          We  continued  to  pursue  an active program to settle all outstanding
debts  and  liabilities  from  the  predecessor company.  During the years ended
December  31, 2004 and December 31, 2003,  a number of  debts  were  settled  by
partial  payments  of  cash  or issuance  of Common or preferred Stock.  We will
continue  to  pursue  the  same course during 2005 and until all debts have been
settled  or  forgiven.

LIQUIDITY  AND  CAPITAL  RESOURCES

     As  of  March 31, 2005, we had a deficiency in working capital of $748,542.
During  the  three  months  ended  March 31, 2005 we raised $100,000 through the
issuance  of  a one year 10% Convertible Debenture for working capital.  We also
paid  $1,945 of interest and made $1,055 payments on the principal balance.  The
Debenture  is convertible into shares of Series A Preferred stock at $.663 cents
per share at the option of the holder.

     We also received $289,652 from the exercise of employee stock options.  The
proceeds were used for working capital.

     No cash used in investing activities and none was used for property, plant,
and  equipment.  Payments  on  a  Convertible  Debenture  totalled  $1,055.

AUDITOR'S  OPINION  EXPRESSES DOUBT ABOUT THE COMPANY'S ABILITY TO CONTINUE AS A
"GOING  CONCERN"

The  independent  auditors  report on our December 31, 2004 financial statements
included  in  the  Company's  Annual Report states that the Company's historical
losses  and  the  lack  of revenues raise substantial doubts about the Company's
ability  to  continue  as  a  going  concern.  If  we  are unable to develop our
business,  we  have  to discontinue operations or cease to exist, which would be
detrimental  to  the  value  of  the  Company's  common  stock.  We  can make no
assurances  that  our  business  operations  will  develop  and  provide us with
significant  cash  to  continue  operations.

CRITICAL  ACCOUNTING  POLICIES

     The preparation of our consolidated financial statements in conformity with
accounting  principles  generally  accepted  in the United States requires us to
make  estimates  and  judgments  that  affect  our reported assets, liabilities,
revenues, and expenses, and the disclosure of contingent assets and liabilities.
We  base  our  estimates  and  judgments on historical experience and on various
other  assumptions  we believe to be reasonable under the circumstances.  Future
events,  however,  may  differ  markedly  from  our  current  expectations  and
assumptions.  While  there  are  a  number  of  significant  accounting policies
affecting  our  consolidated  financial  statements,  we  believe  the following
critical  accounting  policy  involve the most complex, difficult and subjective
estimates  and  judgments.

STOCK-BASED  COMPENSATION

     In December 2002, the FASB issued SFAS No. 148 - Accounting for Stock-Based
Compensation  - Transition and Disclosure.  This statement amends SFAS No. 123 -
Accounting  for  Stock-Based  Compensation,  providing  alternative  methods  of
voluntarily  transitioning  to  the fair market value based method of accounting
for  stock based employee compensation.  FAS 148 also requires disclosure of the
method  used  to account for stock-based employee compensation and the effect of
the  method in both the annual and interim financial statements.  The provisions
of  this  statement related to transition methods are effective for fiscal years
ending  after  December  15,  2002,  while  provisions  related  to  disclosure
requirements  are  effective  in financial reports for interim periods beginning
after  December  31,  2002.  We  elected  to continue to account for stock-based
compensation  plans  using  the  intrinsic  value-based  method  of  accounting
prescribed  by  APB  No.  25,  "Accounting  for  Stock Issued to Employees," and
related  interpretations.  Under  the  provisions  of  APB  No. 25, compensation
expense  is measured at the grant date for the difference between the fair value
of  the  stock  and  the  exercise  price.

     On  December  16,  2004,  the  Financial  Accounting Standards Board (FASB)
issued  FASB Statement No. 123R (revised 2004), "Share-Based Payment" which is a
revision  of  FASB Statement No. 123, "Accounting for Stock-Based Compensation".
Statement  123R  supersedes  APB opinion No. 25, "Accounting for Stock Issued to
Employees",  and  amends  FASB  Statement  No.  95,  "Statement  of Cash Flows".
Generally,  the  approach in Statement 123R is similar to the approach described
in  Statement  123. However, Statement 123R requires all share-based payments to
employees,  including  grants of employee stock options, to be recognized in the
income  statement  based on their fair values. Pro-forma disclosure is no longer
an  alternative.  On  April  14, 2005, the SEC amended the effective date of the
provisions


                                       13
<PAGE>
of  this statement.  The effect of this amendment by the SEC is that the Company
will  have  to comply with Statement 123R and use the Fair Value based method of
accounting  no  later  than  the  first  quarter  of  2006.  Management  has not
determined  the  impact  that this statement will have on Company's consolidated
financial  statements.



OFF-BALANCE  SHEET  ARRANGEMENTS

We  do  not  have  any  off-balance  sheet  arrangements.

CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING AND FINANCIAL
DISCLOSURE

     On  January  25,  2005, as reported in our current report on Form 8-K filed
with  the  Commission,  and  our  Amended Current Report, with the Commission on
February  14,  2005,  on January 18, 2005, we dismissed our independent auditor,
Malone  &  Bailey,  P.C., Certified Public Accountants ("Malone & Bailey").  The
decision  to  dismiss Malone & Bailey was recommended by our Board of Directors.
We  have engaged Malone & Bailey on June 22, 2004 as its independent accountants
to report on our balance sheet as of December 31, 2004, and the related combined
statements  of  income,  stockholders'  equity  and cash flows for the year then
ended.

     There  were  no  disagreements  with  Malone  &  Bailey  on  any  matter of
accounting  principles  or  practices,  financial  statement  disclosure,  or
auditing  scope  or  procedure,  which  if  not  resolved to Malone  &  Bailey's
satisfaction  would  have caused them to make reference to the subject matter of
the  disagreement  in  connection  with  their  report.

     On  January  18, 2005, we engaged Russell Bedford Stefanou Mirchandani, LLP
("Russell  Bedford")  as  our  independent  accountants to report on our balance
sheet  as  of  December 31, 2004, and the related combined statements of income,
stockholders'  equity  and cash flows for the years then ended.  The decision to
appoint  Russell  Bedford  was  approved  by  our  Board  of  Directors.

     During  our  two most recent fiscal years and any subsequent interim period
prior  to the engagement of Russell Bedford, neither we nor anyone on our behalf
consulted  with  Russell  Bedford  regarding  either  (i)  the  application  of
accounting  principles  to  a  specified  transaction,  either  contemplated  or
proposed,  or  the type of audit opinion that might be rendered on our financial
statements,  or  (ii) any matter that was either the subject of a "disagreement"
or  a  "reportable  event."

ITEM  3.   CONTROLS  AND  PROCEDURES.

     Disclosure  controls  and procedures are controls and other procedures that
are  designed  to  ensure that information required to be disclosed by us in the
reports  that  we  file or submit under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the Securities and
Exchange  Commission's  rules  and  forms.  Disclosure  controls  and procedures
include,  without  limitation,  controls  and procedures designed to ensure that
information required to be disclosed by us in the reports that we file under the
Exchange  Act  is  accumulated and communicated to our management, including our
principal  executive  and  financial  officers,  as  appropriate to allow timely
decisions  regarding  required  disclosure.

     Evaluation of Disclosure and Controls and Procedures.  As of the end of the
period  covered  by this Quarterly Report, we conducted an evaluation, under the
supervision  and with the participation of our chief executive officer and chief
financial  officer,  of  our  disclosure  controls and procedures (as defined in
Rules  13a-15(e)  of  the  Exchange  Act).  Based  on this evaluation, our chief
executive  officer  and  chief  financial  officer concluded that our disclosure
controls  and procedures are effective to ensure that information required to be
disclosed  by  us  in  reports  that we file or submit under the Exchange Act is
recorded,  processed,  summarized and reported within the time periods specified
in  Securities  and  Exchange  Commission  rules  and  forms.

     Changes in Internal Controls Over Financial Reporting.  There was no change
in  our  internal  controls,  which  are included within disclosure controls and
procedures,  during  our  most  recently  completed  fiscal  quarter  that  has
materially  affected, or is reasonably likely to materially affect, our internal
controls.


                                       14
<PAGE>
                           PART II - OTHER INFORMATION

ITEM  1.   LEGAL  PROCEEDINGS.

     On  October  21,  2004,  the  State  of  Nevada, Department of Business and
Industry, Division of Insurance filed Cause No.03.758, Cease and Desist Order in
the matter of 1st US Insurance Company of Nevada; 1st US Holdings International;
ATNG,  Inc.;  Matthew  Jennings; Robert C. Simpson; and Stephen Turner, charging
that  Respondents transacted insurance business in and from the State of Nevada,
without  holding  a Certificate of Authority as an insurer.  Upon investigation,
ATNG Inc. and Robert C. Simpson having been found in, all instances, innocent of
such  charge.  The Commissioner of Insurance and Hearing Officer of the State of
Nevada,  Department  of Business and Industry, Division of Insurance filed March
19,  2005  to  dismiss  without  prejudice  from  Cause  No.03.758.

     James  Crunk,  our  former  employee,  filed suit against us and two of our
founders  on  July  20,  2001.  Crunk  alleged  that  he  was hired as our Chief
Financial  Officer  under  a  contract  that  provided  certain benefits.  Crunk
alleged  that  he  was  induced  to  come  to  work  for  us through a series of
misrepresentations about us and the benefit that the employment would provide to
Crunk.  Crunk  alleged  that  he  loaned  money to us that was never repaid.  He
alleged  further  that  he  was  terminated  without  cause  in violation of his
employment  contract  and that we terminated him because he threatened to expose
certain  allegedly  illegal  conduct.  Crunk  alleged  four causes of action: 1)
Promissory  Fraud;  2)  Breach  of Contract; 3) Civil Violations of RICO; and 4)
violations  of the Tennessee Public Protection Act.  Crunk sought actual damages
of  $2,000,000,  treble damages and attorney fees.  The Crunk suit was dismissed
with  prejudice  on  March  22, 2005 in the United States District Court for the
Western  District  of  Tennessee.


ITEM  2.   UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

     On January 10, 2005, we issued a convertible debenture to MOCO Investments,
Inc.  in  exchange for $100,000. The debenture is due in monthly installments of
$1,000, beginning February 10, 2005, with a final payment due February 10, 2006,
when  the  unpaid balance of principal and all accrued interest shall be due and
payable.  The  debenture bears interest at the rate of 10% per annum. The holder
may  convert  the  Debenture into our preferred series A stock at anytime during
the  year  on  a  basis  of  one  share  of  preferred  series A for each dollar
outstanding  on  the conversion date. The $100,000 was used for working capital.

     The  shares  were  issued  in  reliance upon an exemption from registration
pursuant  to Section 4(2) of the Securities Act. All of the investors took their
securities for investment purposes without a view to distribution and had access
to  information concerning Zann Corp. and our business prospects, as required by
the  Securities  Act.

     In  addition,  there  was  no  general  solicitation or advertising for the
purchase  of  our  shares. Our securities were sold only to persons with whom we
had a direct personal preexisting relationship, and after a thorough discussion.
Finally,  our  stock  transfer  agent has been instructed not to transfer any of
such  shares,  unless  such  shares  are  registered  for  resale or there is an
exemption  with  respect  to  their  transfer.


ITEM  3.   SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS.

     None.

ITEM  5.   OTHER  INFORMATION.

     None.

ITEM  6.   EXHIBITS.

<TABLE>
<CAPTION>
EXHIBIT NO.                                       IDENTIFICATION OF EXHIBIT
-----------  ---------------------------------------------------------------------------------------------------
<S>          <C>

 3.1 **      Articles of Incorporation
 3.2 **      Articles of Amendment to Articles of Incorporation
 3.3 **      Articles of Amendment to Articles of Incorporation
 3.4 **      Certificate of Designation establishing our Series A Preferred Stock, filed effective August 24,
             2004.
 3.5 **      Certificate of Designation establishing our Series C Preferred Stock, filed effective August 24,
             2004.
 3.6 **      Certificate of Amendment to the Certificate of Designation establishing our Series C Preferred
             Stock, filed effective March 21, 2005.
 3.7 **      Articles of Amendment to our Articles of Incorporation, filed effective on December 3, 2004.
 3.8 **      Certificate of Designation establishing our Series B Preferred Stock, filed effective on March 8,
             2005.
 3.9 **      Certificate of Change, filed effective on March 10, 2005.
 3.10 *      Certificate of Change, filed effective on May 3, 2005
 10.1 **     Blue Kiwi Acquisition Agreement.
 10.2 **     Investra Articles of Merger.
 10.3 **     Pathobiotek Acquisition Agreement.
 31.1 *      Certification of Robert C. Simpson, President, Secretary, and Chairman of the Board of Directors of
             Zann Corp., pursuant to 18 U.S.C. Sec.1350, as adopted pursuant to Sec.302 of the Sarbanes-Oxley
             Act of 2002.
 31.2 *      Certification of George E. Betts, Chief Financial Officer of Zann Corp., pursuant to 18 U.S.C.
             Sec.1350, as adopted pursuant to Sec.302 of the Sarbanes-Oxley Act of 2002.
 32.1 *      Certification of Robert C. Simpson, President, Secretary, and Chairman of the Board of Directors of
             Zann Corp., pursuant to 18 U.S.C. Sec.1350, as adopted pursuant to Sec.906 of the Sarbanes-
             Oxley Act of 2002.
 32.2 *      Certification of George E. Betts, Chief Financial Officer of Zann Corp., pursuant to 18 U.S.C.
             Sec.1350, as adopted pursuant to Sec.906 of the Sarbanes-Oxley Act of 2002.
</TABLE>

__________
*    Filed  herewith.
**   Previously  Filed


                                       15
<PAGE>
                                   SIGNATURES

     In  accordance  with  the  requirements of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                            ZANN Corp.
Dated May 16, 2005.
                                            By /s/ Robert C. Simpson
                                            -------------------------------
                                              Robert C. Simpson, President and
                                              Chairman of the Board of Directors


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