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

                                  FORM 10-KSB/A

[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, 2003

                                       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:
                     Common Stock, Par Value $.001 Per Share
                                (Title of Class)

      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/A or any amendment to this Form 10-KSB/A. [X]

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

      As of March 30, 2004,  6,915,000 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  sale price of such stock as  reported on
March 30, 2004 by the NASD Over-the-Counter  Bulletin Board) was approximately
$ n/a .

                      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 Property...........................................   6

Item 3.   Legal Proceedings.................................................   6

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........   9

Item 7.   Financial Statements..............................................  16

Item 8.   Changes in and Disagreements With Accountants on Accounting and
          Financial Disclosure..............................................  16

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............................................  18

Item 11.  Security Ownership of Certain Beneficial Owners and Management....  19

Item 12.  Certain Relationships and Related Transactions....................  20

Item 13.  Exhibits and Reports on Form 8-K..................................  21

Item 14.  Controls and Procedures...........................................  22

Item 15.  Principal Accountant Fees and Services............................  22


<PAGE>


                                     PART I

ITEM 1.              DESCRIPTION OF BUSINESS.

Summary

      The Company  Purezza Group,  Inc. (the  "Company") is a Florida  chartered
development  stage  corporation which conducts business from its headquarters in
Ft.  Lauderdale,  Florida.  The  Company was  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 waste water streams.

      Phoslock was developed in 1996 by CSIRO, an Australian  Government Agency,
a  research  tank of 6,500  scientists.  The  product  is  currently  being used
successfully in Australia by Integrated  Minerals  Technology ("IMT"), a private
Australian  company selected by CSIRO to promote the commercial  applications of
the product. We have a sublicense agreement with Integrated Minerals Technology.
This permits us to  manufacture,  market and distribute the Phoslock  product to
the United States, Canada, Mexico, Central America and South America. Currently,
we plan to focus our  marketing  efforts of Phoslock  only in the United  States
through an affiliated company. Although we have the rights to do so, we will not
attempt to market  Phoslock in Canada,  Mexico and  Central  and South  America,
until at least our second year of operations.

      The  applications  of Phoslock  include  removal of  phosphorus in natural
waterways, sewage treatment plants, farm dams, constructed wetlands,  piggeries,
feedlots,  golf courses,  dairy farms,  acquaculture farms,  aquariums,  mining,
industrial effluent, power plants, commercial development,  and recreational and
domestic consumer use.

      Phoslock is a modified clay product of slurry powder granules. It works by
being spread onto water surface.  It absorbs  nutrients from the water column as
it settles to the bottom. Once it has passed through the water column,  Phoslock
forms a stable sediment on the bed of the water body,  which  effectively  traps
not only the nutrients that it has absorbed on the way down but those  nutrients
already contained in bottom sediments.

      To date, we have not generated any significant  revenues.  We will require
substantial  additional financing to execute our business plan. The accompanying
financial  statements include a "going concern"  explanatory  paragraph from our
accountants.

History and Recent Developments

      The Company 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 the Company's 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,  the  Company  did not
receive any proceeds from the sale of such shares.

      The operating  capital for the Company was derived  primarily from private
placements  of the  Company's  restricted  common stock as well as a convertible
debenture in the principal  amount of $600,000,  which is due and payable on May
24, 2004.

      In January 2004, the Company's  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 its current  operations,  both managerial and financial,  the
Company's board  determined that its business may best be conducted as a private
company.  Accordingly it has decided, to divest itself of its current operations
by "spinning" them off to its shareholders. The effect of this will be to create
a publicly traded "shell".


                                       1
<PAGE>


Employees

      During  2003,  the  Company  had  two  executive  officers  and  no  other
employees. Mr. Leonard M. Perle served as President, Chief Executive Officer and
Director  of the  Company.  On October  1, 2001,  the  Company  entered  into an
employment contract with Mr. Perle.  Pursuant to the agreement,  the term is for
five  years and the base  compensation  to be paid to Mr.  Perle is as  follows:
months one through twelve at $60,000 annually;  months thirteen through nineteen
at $100,000 annually; months twenty through twenty-six at $150,000 annually; for
months  twenty-seven  through  thirty-two  at  $200,000  annually;   and  months
thirty-three through sixty at $250,000

      During 2003, Mr. Larry Legel served as Chief Administrative Officer, Chief
Financial Officer,  Chief Accounting  Officer,  Secretary and Treasurer.  Due to
health issues,  Mr. Perle  resigned as President,  Chief  Executive  Officer and
Director  effective January 27, 2004 and terminated the 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, 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 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.

Risk Factors

WE MAY NEED SUBSTANTIAL  ADDITIONAL FINANCING TO CONTINUE AS A GOING CONCERN. WE
HAVE NO PRESENT COMMITMENTS TO OBTAIN LONG-TERM FINANCING.

      We have no significant  assets or source of revenues.  The Company intends
to develop or acquire a business or  businesses  which will  require  additional
financing.  Currently,  we do not have any funding  commitments.  Our failure to
obtain substantial  additional  financing would materially  adversely affect our
ability to implement our business plan.

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, WHICH SUBSTANTIALLY INCREASES THE RISK OF LOSS TO PERSONS OWNING OUR
COMMON STOCK.

      Because of the limited trading market for our common stock, and because of
expected price volatility, you may not be able to purchase or sell shares of our
common  stock when you desire to do so. The  inability to sell shares in a rapid
declining market may  substantially  increase an investor's risk of loss because
of such  illiquidity  and  because  the price of our  common  stock  may  suffer
declines because of its price volatility.

WE ARE NOT  REQUIRED TO MEET OR MAINTAIN  ANY LISTING  STANDARDS  FOR OUR COMMON
STOCK TO BE TRADED ON THE OTC BULLETIN BOARD.

      The OTC Bulletin  Board is separate and distinct from the The Nasdaq Stock
Market.  Although  the OTCBB is a regulated  quotation  service  operated by The
Nasdaq Stock Market that displays real-time quotes, last sale prices, and volume
information in  over-the-counter  equity securities such as our common stock, we
are not required to meet or maintain any qualitative or  quantitative  standards
for our  common  stock to be traded on the  OTCBB.  Our  common  stock  does not
presently meet the minimum  listing  standards of The Nasdaq Stock Market or any
other national securities exchange.



                                       2
<PAGE>


BECAUSE WE ARE A DEVELOPMENT STAGE COMPANY WITH A LIMITED OPERATING HISTORY, YOU
WILL BE UNABLE TO DETERMINE WHETHER WE WILL EVER BECOME PROFITABLE.

      An investor  cannot  determine if we will ever become  profitable.  Future
losses are likely before our operations will become profitable,  if ever. We are
a development stage company with limited operations and no revenue from our date
of inception on August 9, 2001 through  December 31, 2003.  In addition,  during
that same period,  we have incurred  losses of $679,248.  We anticipate that our
costs will increase over the next twelve months as we develop our business. As a
result,  it is likely  that our losses  will  continue  to  accumulate  for this
foreseeable future as we further develop our business.

IF WE ARE UNABLE TO OBTAIN  FINANCING TO SUPPORT OUR FUTURE GROWTH PLANS, WE MAY
HAVE TO CURTAIL OUR PLAN OF OPERATIONS  AND THE VALUE OF YOUR  INVESTMENT MAY BE
NEGATIVELY AFFECTED.

      Our future  business  will involve  substantial  marketing  and  personnel
costs.  If our revenue and existing cash are  insufficient to implement our plan
of operations,  we may need  traditional bank financing or financing from a debt
or equity offering.  However,  if we are unable to obtain financing when needed,
we may be forced to curtail our  operations  and our growth  plans,  which could
negatively affect our revenues and potential profitability and the value of your
investment.

BECAUSE  NEITHER OUR  MANAGEMENT  NOR OUR  EXCLUSIVE  SALES  AGENT HAS  RELEVANT
EXPERIENCE OR BACKGROUND IN AN ENVIRONMENTAL  CLEANUP BASED BUSINESS,  WE MAY BE
UNABLE TO DEVELOP PROFITABLE OPERATIONS.

      Although  the  Australian-based  licensor  of Phoslock  has  environmental
solutions  experience  upon which we intend to rely,  neither our management nor
our exclusive sales agent has any such experience. Accordingly, we may be unable
to compete  effectively  against  companies that have experienced  management or
sales  personnel  in the  environmental  clean-up  area  or  develop  profitable
operations.

OUR MANAGEMENT  CURRENTLY  DEVOTES LIMITED TIME TO OUR BUSINESS AND MAY CONTINUE
TO DO SO IN THE  FUTURE,  WHICH MAY  PREVENT  US FROM  IMPLEMENTING  OUR PLAN OF
OPERATIONS.

      We  currently  have  no  full-time  employees.  As of  January  2004,  our
President/Chairman  of the Board, Leonard Perle, resigned due to health reasons.
Our Secretary/Director, Larry Legel, assumed the role of President following Mr.
Perle's  resignation.  Mr.  Legel will only  devote a portion of his time to our
business  and the  remainder  of his  time  will be  devoted  to his  accounting
practice.  Mr. Legel will  continue to spend limited time on our business in the
future.  The  amount  of time our  management  devotes  to our  business  may be
inadequate to implement our plan of operations.

OUR  PLANNED  INTERNATIONAL  BUSINESS  WILL BE SUBJECT  TO  FOREIGN  REGULATION,
FOREIGN  JURISDICTION,  AND FOREIGN POLITICAL EVENTS AND UPHEAVALS THAT MAY LEAD
TO INCREASED COSTS AND DECREASED REVENUES.

      We eventually plan to conduct  business in Canada,  Mexico,  and countries
located in Central and South America,  which will subject us to foreign business
risks.  These  countries  have different  standards and controls  related to the
environment,  currency  fluctuations,  exchange controls,  customs,  foreign tax
increases,  import and export, investment and taxation. These countries may also
be subject to economic upheavals or political crisis,  instability, or political
changes in  control.  Our  compliance  with and  reaction  to foreign  rules and
regulations  or foreign  political  events may force us to decrease or eliminate
our business in certain foreign  countries,  which would  negatively  affect our
revenues and potential profitability.

OUR BUSINESS MAY BE ADVERSELY  AFFECTED BY UNITED STATES  REGULATORY COSTS WHICH
WOULD NEGATIVELY AFFECT OUR POTENTIAL PROFITABILITY.

        Our  use of the  Phoslock  product  subjects  us to  U.S.  environmental
regulations.  Our shipment of raw materials to our manufacturers will subject us
to U.S. transportation regulations. The manufacture of the Phoslock product will
subject our manufacturers  and us to the regulations of the Occupational  Safety
and Hazardous  Administration.  Because the two primary  substances used to make


                                       3
<PAGE>

the Phoslock product are approved substances by the United States  Environmental
Protection  Agency,  we  believe  that  we  are  not  subject  to  Environmental
Protection  Agency approval;  however,  there are no assurances that we will not
become  subject to that  agency's  regulations.  Regulation  of our business may
result in increased costs and delays or fines and restrictions which may have an
adverse affect on our potential profitability.

IF WE FAIL TO MEET OUR DEBT  OBLIGATIONS ON A DEBENTURE  AGREEMENT OUR FINANCIAL
CONDITION AND OPERATIONS WILL BE NEGATIVELY AFFECTED.

       We  received  $600,000  of  financing  in  accordance  with  a  debenture
agreement which obligates us to pay 8% interest on the unpaid principal  balance
relating to a $600,000  debenture  note,  $600,000 of which remains unpaid as of
December  31,  2003.  Should we  default  upon the  debenture  note,  we will be
required to make full repayment of the debenture  note and interest  outstanding
to the debenture holder,  which will negatively  affect our financial  condition
and ability to conduct our operations.

SHOULD  EITHER  OUR  AGREEMENT  WITH  OUR  AUSTRALIAN  BASED  LICENSOR  OR THEIR
AGREEMENT WITH AN AUSTRALIAN  GOVERNMENT  AGENCY BE TERMINATED,  WE WILL HAVE TO
SEEK AN ALTERNATIVE  BUSINESS OR CEASE OUR  OPERATIONS,  IN WHICH CASE YOU COULD
LOSE YOUR ENTIRE INVESTMENT.

        Our legal  right to  manufacture  and market  Phoslock is based upon our
license agreement with an  Australia-based  licensor.  Their right to sublicense
Phoslock  to us is based  upon their  agreement  with an  Australian  government
agency  that  owns  the  Phoslock  patent.  If  either  of those  agreements  is
terminated  due to a breach of contract  claim or for any other reason,  we will
not have the ability to conduct our planned business.  Accordingly, if we failed
to find an alternative  business,  our  operations  would cease to exist and you
would lose your entire investment.

WE MAY BE UNABLE TO MEET OUR MINIMUM  ROYALTY  PAYMENTS TO OUR  LICENSOR,  WHICH
WILL NEGATIVELY AFFECT OUR FINANCIAL CONDITION, AND MAY LEAD TO LOSSES.

        Under our sublicense agreement,  we are required to make minimum royalty
payments to our Australian based licensor,  regardless of the amount of Phoslock
we sell.  However,  our operations may not generate  sufficient  revenues to pay
these minimum royalty payments.  Accordingly,  the minimum royalty payments will
increase  our  operating  costs which may lead to losses  and/or may  negatively
affect our  operations.  In  addition,  if we fail to make the  minimum  royalty
payments,  we will be in violation of the  agreement  with our  licensor,  which
could lead to termination of the agreement and loss of your entire investment.

OUR AGREEMENT WITH OUR LICENSOR  IMPOSES  RESTRICTIONS  ON OUR ABILITY TO MARKET
AND PROMOTE THE  PHOSLOCK  PRODUCT,  WHICH MAY RESTRICT OUR ABILITY TO CONDUCT A
SUCCESSFUL MARKETING CAMPAIGN.

       Our  sublicense  agreement  requires  us  to  use  promotional  materials
supplied by or approved by the  Licensor.  Accordingly,  although we may present
promotional  materials to our Licensor which we believe will successfully market
the Phoslock  product,  our Licensor may disapprove of the materials,  which may
negatively affect our ability to conduct a successful marketing campaign.

WE MAY EXPERIENCE  LOGISTICAL  DIFFICULTIES  IN THE SHIPMENT OF RAW MATERIALS TO
MANUFACTURERS OF THE PHOSLOCK PRODUCT, WHICH COULD LEAD TO PRODUCT MANUFACTURING
AND DELIVERY DELAYS, INCREASED COSTS, AND POSSIBLE ADVERSE EFFECT UPON OUR BRAND
NAME REPUTATION.

        We have no  current  plan  to  maintain  an  inventory  of the  Phoslock
product; accordingly, we must rely upon effectively coordinating the shipment of
raw materials to our potential  manufacturers  on a per order basis.  Because we
plan to have the  materials  shipped from various  locations,  including  China,
there may be significant  delays in raw material shipments to our manufacturers,
product  delivery  delays,  increased costs, and negative effects upon our brand
name reputation.


                                       4
<PAGE>


BECAUSE THE  AUSTRALIAN  GOVERNMENT  AGENCY  PATENT OWNER HAS FAILED TO FILE FOR
PATENT  PROTECTION  IN THE COUNTRIES  WHERE WE INTEND TO OPERATE,  WE FACE RISKS
ASSOCIATED  WITH  PROTECTION  OF  THE  PROPRIETARY  PHOSLOCK  PRODUCT  THAT  MAY
NEGATIVELY AFFECT OUR POTENTIAL PROFITABILITY.

       Our success  depends on the ability of the Australian  government  agency
patent owner to protect proprietary  technology and intellectual property rights
regarding the Phoslock product;  however, the Australian based government agency
that owns the patent for Phoslock has not filed for patent  protection  with the
appropriate  governmental patent agencies in the United States,  Canada, Mexico,
and  Central  and  South  America.  Accordingly,  we may be  subject  to  patent
infringement  claims which may lead to substantial  litigation  costs,  possible
injunctions  against further use of the product,  or monetary  judgments against
us, our licensor, or the Australian government agency patent owner, all of which
may negatively affect our potential profitability.

BECAUSE THE  LICENSOR OF OUR SOLE  PRODUCT IS LOCATED IN  AUSTRALIA,  IT WILL BE
DIFFICULT  TO  ENFORCE  LIABILITIES  OR PURSUE  ANY  LEGAL  ACTION  AGAINST  THE
AUSTRALIAN BASED LICENSOR.

       Because  the  licensor  of the  product we intend to market is located in
Australia,  we may find it difficult or impossible  to serve process  within the
United  States  regarding  any claims that we may bring  against  our  licensor,
including any material breaches of our license  agreement with that company.  In
addition, you should not assume that courts in Australia would enforce judgments
of U.S.  courts obtained in an action against our licensor based upon applicable
U.S. federal or state laws.

OUR  OPERATIONS  ARE SUBJECT TO POSSIBLE  CONFLICTS  OF  INTEREST;  THERE ARE NO
ASSURANCES  THAT WE WILL RESOLVE  THESE  CONFLICTS IN A MANNER  FAVORABLE TO OUR
MINORITY SHAREHOLDERS.

       Our officers/directors are involved in other business activities and may,
in the future,  become involved in such other business  opportunities.  If other
business  opportunities  become  available,  our  officers/directors  may face a
conflict in selecting between our business objectives and their own. We have not
formulated a policy for the resolution of such conflicts. Future transactions or
arrangements  between or among our  officers,  directors and  shareholders,  and
companies they control,  may result in conflicts of interest,  which may have an
adverse  affect on the rights of minority  shareholders,  our operations and our
financial condition.

OUR  OPERATIONS  ARE SUBJECT TO POSSIBLE  CONFLICTS  OF INTEREST  REGARDING  OUR
AGREEMENT AND  RELATIONSHIP  WITH OUR  PRESIDENT'S  SON; THERE ARE NO ASSURANCES
THAT WE WILL  RESOLVE  THESE  CONFLICTS  IN A MANNER  FAVORABLE  TO OUR MINORITY
SHAREHOLDERS.

       Our  President,  Leonard  Perle,  is  employed  as  a  Vice-President  of
Operations by Jeen International,  which is solely owned by our President's son,
Adam Perle.  Currently,  we are  leasing  office  space at Jeen  International's
facility in Fairfield New Jersey. We also have an exclusive  marketing agreement
with  another  company  that is owned by Adam  Perle,  Pro-Finishes,  Inc.  This
agreement  provides  for  commission  payments  to  Pro-Finishes  for  sales  of
Phoslock.  In addition,  Pro-Finishes,  Inc.  owns 900,000  shares of our common
stock.  The  Pro-Finishes,  Inc.  agreement was not negotiated at "arms length".
These  agreements may create conflicts of interest that may not be resolved in a
manner favorable to our minority stockholders.

NO  TESTING  OF THE  PHOSLOCK  PRODUCT  HAS  OCCURRED  ON ANY LAND OR WATER BODY
LOCATED  IN OUR  TARGET  MARKETS;  THERE  IS NO  ASSURANCE  THAT  SUCH  TESTS IF
CONDUCTED WILL PROVIDE POSITIVE RESULTS.

        Testing of the Phoslock product has been conducted upon two water bodies
located  in  Australia;  although  we plan to conduct  testing  of water  bodies
located in the United States,  Canada,  Mexico, or Central or South America,  no
testing has yet occurred.  Because the chemical and biological  components in an
Australian  water body may be materially  different from a water body located in
our target markets, there is no assurance that this product will be a successful
means  of  removing  phosphorus  and  other  contaminants  in  the  natural  and
industrial waters and waste water streams in our target markets.


                                       5
<PAGE>


BECAUSE THE PHOSLOCK PRODUCT IS NEW TO THE ENVIRONMENTAL  CLEAN-UP MARKET IN OUR
TARGET MARKETS,  WE MAY ENCOUNTER MARKET  DIFFICULTIES UNLESS WE CAN DISTINGUISH
OUR ENVIRONMENTAL PRODUCT FROM OTHERS.

        The Phoslock product has never been introduced in the countries where we
intend to market and  distribute  the Phoslock  product.  These  countries  have
traditionally used dredging and Aluminum Sulphate to reduce phosphorous  levels.
As a result, we may have difficulty in introducing  Phoslock as an environmental
solution in these countries,  unless we can distinguish our product from others.
Although we plan to distinguish our product by emphasizing its  effectiveness as
a Phosphorus  removal agent and the cost savings it may offer to our  customers,
there are no assurances that we will be successful in doing so.

THE DEVELOPMENTAL  STAGE NATURE OF OUR EXCLUSIVE  MARKETING AGENT MAY NEGATIVELY
AFFECT OUR REVENUES.

       Although Pro-Finishes,  Inc. was incorporated in 1997 in the State of New
Jersey,  it has never  conducted  any business and has no  experience  marketing
environmental  products or generally in the environmental cleanup business.  You
must  consider  the risks and  difficulties  encountered  by  development  stage
companies,  such as that of our exclusive marketing agent,  Pro-Finishes,  Inc.,
including whether  Pro-Finishes,  Inc. will be able to overcome the challenge of
marketing a new environmental  product in our target markets.  You must consider
whether  Pro-Finishes,  Inc. can overcome the  competitive  advantages  of other
marketing entities that market  environmental  products which have significantly
greater financial and personnel resources than Pro-Finishes,  Inc.  Accordingly,
if  Pro-Finishes,  Inc. is unsuccessful in marketing our products,  our revenues
will be negatively affected.

BECAUSE OUR COMMON  STOCK IS  CONSIDERED A PENNY STOCK,  ANY  INVESTMENT  IN OUR
COMMON  STOCK IS A  HIGH-RISK  INVESTMENT  AND IS  SUBJECT  TO  RESTRICTIONS  ON
MARKETABILITY; YOU MAY BE UNABLE TO SELL YOUR SHARES.

       If our common stock becomes tradable in the secondary  market, we will be
subject  to the  penny  stock  rules  adopted  by the  Securities  and  Exchange
Commission that require brokers to provide extensive disclosure to its customers
prior to executing  trades in penny stocks.  These  disclosure  requirements may
cause a reduction  in the trading  activity of our common  stock and as a result
you may be subject to the risk of being unable to sell your shares. In addition,
our  shareholders  will,  in all  likelihood,  find it  difficult  to sell their
securities.

ITEM 2.   DESCRIPTION OF PROPERTIES.

      From August 1, 2001 to December 31, 2001,  we operated from the offices of
Larry Legel. We were not charged rent for use of these offices. Since January 1,
2002,  we have  operated out of 2000 square feet of space  located at 24 Madison
Road,  Fairfield,  New Jersey.  We have  occupied this space rent free from Jeen
International,  which  occupies  approximately  40,000  square  feet at the same
address.   We  originally   agreed   commencing  April  1,  2002,  to  pay  Jeen
International $250 per month for our leased space;  however,  Jeen International
waived this payment and we have to date not paid any lease payments. Our offices
are  sufficient  to conduct our  operations.  As of January 1, 2003, we will pay
Jeen  International  $1,000 per month on a  month-to-month  basis for our leased
space  according  to a verbal  agreement  between us and the  president  of Jeen
International.  We have no intention of entering into a written lease  agreement
with  Jeen  International;  accordingly,  there  are  no  assurances  that  Jeen
International will permit our continued lease of the space at their offices.

      We do not own any property nor do we have any plans to own any property in
the future. We do not intend to renovate,  improve or develop properties. We are
not subject to  competitive  conditions  for property  and  currently we have no
property to insure. We have no policy with respect to investments in real estate
or interests in real estate and no policy with  respect to  investments  in real
estate  mortgages.  Further,  we have no policy with respect to  investments  in
securities  of  or  interests  in  persons  primarily  engaged  in  real  estate
activities.  We do not own any  significant  assets and plan to subcontract  our
manufacturing of the Phoslock product.


ITEM 3.   LEGAL PROCEEDINGS.

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


                                       6
<PAGE>


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

      There were no matters  submitted to a vote of our stockholders  during the
fourth quarter of the fiscal year ended December 31, 2003.


                                     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  experience  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.   The  first   market   quotation   on  the
Over-the-Counter  Bulletin  Board was $0.02 bid price on February 12, 2004.  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.

              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,  2003,  we had  7,815,000  shares of our common  stock
outstanding. There were 81 holders of record of our common stock at December 31,
2003. Our transfer agent is Fidelity Transfer Company, Salt Lake City, Utah.

      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 the development and expansion of 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,  2003,  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.


                                       7
<PAGE>


      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.

      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.


                                       8
<PAGE>


      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.

      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.


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/A 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.


                                       9
<PAGE>


      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)
possible lack of demand for our Phoslock product;  (b) competitive  products and
pricing; (c) limited amount of resources devoted to advertising; (d) our failure
to implement  certain steps in our Plan of Operations  within the time period we
originally planned to accomplish; (e) because we are a development stage company
with a limited  operating  history and a poor financial  condition,  you will be
unable to determine whether we will ever become profitable; (f) if we are unable
to obtain  financing to support our future growth plans, we will have to curtail
our  operations  and our growth  plans;  (g) we are subject to extensive  United
States and foreign  regulation  which may increase our costs and lead to delays,
fines or  restrictions  on our  business;  (h)  should  our  agreement  with our
Australian-based  licensor  or  our  licensor's  agreement  with  an  Australian
government agency be terminated, we will have to find an alternative business or
cease our  operations;  (i) if we are  unable to make  royalty  payments  to our
licensor, our sub-license agreement may be terminated,  as well as our business;
and (j) other risks that are discussed in our Form SB-2  Registration  Statement
which is available for review at the Securities and Exchange  Commission's Edgar
system at www.sec.gov.

Plan of Operations

      We will need  approximately  $218,000 to implement our Plan of Operations,
not including  substantial  royalty payment obligations that we will incur under
the terms of our sub-license  agreement with Integrated  Mineral  Technology Pty
Ltd,  as  follows:  (a) we are  required  to make  minimum  royalty  payments of
$850,000  to our  Australian-based  licensor,  if and only if we sell  specified
amounts of the  Phoslock  product;  and (b)  separate and apart from the minimum
royalty payments, we are required to make royalty payments totaling in excess of
$18 million from 2004 until the end of the 18 year agreement. We are required to
make these royalty payments  whether or not we sell Phoslock.  Our obligation to
pay our licensor $250,000 in royalties for the year ending December 31, 2003 has
been waived by our licensor.

      We have $253,598 of cash available as of December 31, 2003 for anticipated
expenses of $218,000  as  detailed in our Plan of  Operations.  Although we have
sufficient  funds  to meet  the  anticipated  expenses  detailed  in our Plan of
Operations,  we do not have sufficient funds to meet our other obligations which
consist of the royalty  payments  detailed above. We anticipate that even if our
current cash requirements  change we will not have sufficient cash regarding any
required royalty payments for a period of 12 months through our existing capital
and revenue from  product  sales;  moreover,  there are no  assurances  that our
estimated  expenses or revenue  expectations will be correct.  In the event that
our cash or our  revenues  are  insufficient  to meet our  needs,  we will  seek
financing  through  traditional  bank  financing  or a debt or equity  offering.
However,  because we are a development  stage company with no operating  history
and a poor  financial  condition,  we  may be  unsuccessful  in  obtaining  such
financing or the amount of the financing may be minimal and therefore inadequate
to implement our Plan of Operations.  In addition, if we only have limited funds
by which to conduct our operations, we may be unable to conduct any marketing or
advertising,  which will  negatively  impact  development  of our brand name and
reputation,  and  future  product  sales.  In the event  that we do not  receive
financing or our financial  resources are  inadequate to meet our capital needs,
or if we do not  adequately  implement an  alternative  Plan of Operations  that
enables us to conduct operations without having received adequate financing,  we
may have to liquidate  our business and  undertake  any or all of the  following
actions:

      o     Sell or dispose of our assets, if any;

      o     Pay our liabilities in order of priority,  if we have available cash
            to pay such liabilities;

      o     If any cash remains after we satisfy  amounts due to our  creditors,
            distribute any remaining cash to our shareholders in an amount equal
            to the net market value of our net assets;

      o     File a  Certificate  of  Dissolution  with the State of  Florida  to
            Dissolve our corporation and close our business;

      o     Make the  appropriate  filings  with  the  Securities  and  Exchange
            Commission  so that we will no longer be required  to file  periodic
            and  other  required   reports  with  the  Securities  and  Exchange
            Commission,  if, in fact,  we are a reporting  company at that time;
            and

      o     Make the  appropriate  filings  with  the  National  Association  of
            Security  Dealers to affect a delisting of our common stock,  if, in
            fact, our common stock is trading on the  Over-the-Counter  Bulletin
            Board at that time.

                                       10
<PAGE>


      Based upon our current  assets,  however,  we will not have the ability to
distribute any cash to our shareholders.

      If we have any  liabilities  that we are unable to satisfy  and we qualify
for  protection  under the U.S.  Bankruptcy  Code, we may  voluntarily  file for
reorganization under Chapter 11 or liquidation under Chapter 7. If our creditors
or we file for  Chapter 7 or  Chapter 11  bankruptcy,  our  creditors  will take
priority over our shareholders.  If we fail to file for bankruptcy under Chapter
7 or Chapter 11 and we have creditors,  such creditors may institute proceedings
against us seeking forfeiture of our assets, if any.

      We do not know and cannot  determine  which,  if any, of these  actions we
will be forced to take. If any of these  foregoing  events  occur,  shareholders
could lose their entire investment in our shares.

Our Plan of Operations to Date

We have accomplished the following to date regarding our Plan of Operations:

      o     Formulated our business, marketing, and operational plans;

      o     Raised capital from the sale of our common stock;

      o     Negotiated  and  completed  agreements  with  the  licensor  of  the
            Phoslock product, Integrated Mineral Technology Pty Ltd;

      o     Negotiated and completed  agreements with our exclusive sales agent,
            Pro-Finishes, Inc.;

      o     Established  a  website  at   www.purezza.com   to  refer  potential
            customers to  information  regarding our business;

      o     Duplicated the Phoslock product and sent samples to our licensor for
            testing and approval which were approved by our licensor;

      o     Our licensor, Integrated Mineral Technology Pty Ltd, contracted with
            Exponent  Environmental Group, Inc. to prepare an application to the
            Environmental  Protection  Agency on our behalf to register Phoslock
            as a new chemical under the Toxic  Substances Act. This  application
            was filed on January 4, 2003 and approved on March 7, 2003;

      o     Our  sub-manufacturer,   Heterene  Corporation,  manufactured  8,360
            pounds of Phoslock to provide  samples to  prospective  customers or
            for possible future orders; and

      o     In November  2002,  we  originally  attempted  sales of our Phoslock
            product, but we then determined that we did not have approval of the
            Environmental Protection Agency.

      o     In August, 2003 we started to send out samples of our products under
            limited  sales  efforts and in October,  2003, we modified our sales
            efforts  because of the  changes  in our  product  Phoslock,  from a
            slurry formula to a granule formula.

Our Plan of Operations

      We originally  planned to implement our Plan of Operations from July, 2002
to July,  2003;  however,  our Plan of Operations was delayed because we did not
receive approval from the  Environmental  Protection Agency to register Phoslock
as a new chemical under the Agency's  Toxic  Substances Act until March 7, 2003.
We plan to accomplish our Plan of Operations  outlined below over fifteen months


                                       11
<PAGE>


beginning May, 2004 and continuing  until July,  2005.  During our fifteen month
Plan of  Operations,  we will  market the  Phoslock  product  only in the United
States. We will not market Phoslock in Canada, Mexico, Central and South America
until at least August, 2006.

October, 2003 - February, 2004

      Steps Required to obtain our Raw Materials

      Steps  required  to  obtain  our  raw  materials  have  been  dramatically
simplified  due to the fact that all of the Phoslock  production  will come from
the new Kunming, China plant and there will be no need for the Company to obtain
its own raw materials.

February 2003 - October 2003

      Steps Required for Sub-Manufacturing of Phoslock

      Steps required for  sub-Manufacturing  of Phoslock have been  dramatically
changed  due to the fact that from now on all of the  Phoslock  production  will
come from the new Kunming,  China plant and no  sub-manufacturing of Phoslock by
the Company will be necessary.

October, 2003 - April, 2004

      Identifying Prospective Customers

      Our exclusive sales agent,  Pro-Finishes,  Inc. will identify  prospective
customers by cold calling on companies  and  government  agencies that use large
amounts of water or are  located  near or on large  water  bodies and from leads
derived from our advertising. In order to achieve this, Pro-Finishes,  Inc. will
contact  the  technical  person  associated  with  potential  customers  such as
companies and municipalities  that are affected by environmental water problems,
send brochures  demonstrating usage of Phoslock,  and schedule appointments with
interested parties. There is no cost affiliated with the identification process.
Pro-Finishes,  Inc. is compensated by commission only if a sale is made by them.
To date, we have not established any customers.

October 2003 - December 2003

      Meetings with Prospective Customers

      Pro-Finishes,  Inc. will arrange meetings with prospective customers based
on the identification  process described above and will make sales presentations
throughout our fifteen month Plan of Operations.  Pro-Finishes,  Inc. will offer
free  testing of water and perform a comparison  test  against  treatment of the
water with  Phoslock.  Pro-Finishes,  Inc. will conduct sales  presentations  at
customer   locations  to  demonstrate   the  advantages  of  Phoslock.   We  pay
Pro-Finishes,  Inc. a 10% commission on sales.  To date, we have not established
any customers.

      Hiring Sales Persons

      Pro-Finishes,  Inc. plans to hire three sales persons on a full-time basis
to sell the Phoslock product in May. Pro-Finishes, Inc.'s president will attempt
to recruit three  full-time  sales  persons from his  affiliated  company,  Jeen
International,  Inc. Sales persons will be  compensated  on a commission  basis.
Pro-Finishes, Inc. sales representatives will be paid a 5% commission on product
sales.

October, 2003 - December, 2004

        Marketing

      We began marketing our product on November 1, 2002. To date, our marketing
has  consisted   solely  of  responding  to  inquiries  about  our  product  and
cold-calling  prospective  customers  consisting of  municipalities,  industrial
concerns  and state and  federal  governmental  agencies.  To date,  we have not
established  any customers or sold any Phoslock  through  Pro-Finishes,  Inc. or
through our President/Chief Executive Officer.


                                       12
<PAGE>


        Attending Trade Shows

      We  originally  planned  to  attend  at  least  three  trade  shows a year
beginning in February  2003 that  specialize in water  purification  products or
environmental  clean-up  products;   however,  now  we  will  not  commence  our
attendance at trade shows until we obtain a sufficient  customer  base. Our plan
is to have our  President and a  Pro-Finishes,  Inc.  representative  attend the
trade shows to introduce the Phoslock  products.  We plan to have  available the
following  written  materials  and displays at these trade shows:  (a) brochures
which are currently available; (b) video tapes of who would use Phoslock and how
it is  used,  which  have not yet  been  made.  We  estimate  the  cost  will be
approximately $15,000 for travel, lodging,  attendance fees and set-up costs for
each trade show.

      Disseminating Press Releases

      Our  President   will  draft  press   releases  to  be   disseminated   to
environmental  journals  regarding  the Phoslock  product,  their uses,  and any
testing  results  associated  with Phoslock.  Because all work will be performed
in-house, we anticipate minimal or no cost with drafting and disseminating press
releases.  We originally  planned on disseminating  press releases  beginning in
March 2003; however, now we will not commence  distributing press releases until
we obtain a sufficient customer base or otherwise generate sufficient  revenues.
To date, we have not disseminated any press releases.

      Print and/or Internet Advertising

      Our President will draft  advertisements  that highlight the advantages of
the Phoslock products.  We will consult with the publications with which we will
advertise as to graphics and content of the advertisements.  Advertisements will
appear in environmental publications and trade magazines. We anticipate spending
approximately  $75,000 in advertising costs during this time period. To date, we
have placed no advertisements in environmental publications or trade magazines.

      We originally  planned to begin this step in our Plan of Operations during
March 2003;  however,  we now will not begin this step in our Plan of Operations
until we have made sales of our Phoslock product

      Review of our Operations by our Licensor's Technical Advisory Board

      Previous to the changes,  due to the fact that the Company  will  purchase
all of the new Phoslock products from the new Phoslock plant in Kunming,  China,
our  licensor's  Technical  Advisory  Board  conducted  an annual  review of our
operations and sub-manufacturing facility in order to determine whether:

      o     The  manufacture  of the  Phoslock  product by our  sub-manufacturer
            conformed to the product specifications of our licensor;

      o     The manufacturing equipment used in the manufacturing process by our
            sub-manufacturer  was  capable  of  manufacturing  according  to our
            licensor's product specifications;

      o     Our quality control  standards  conformed to our licensor's  quality
            control standards;

      o     The  sub-manufacturer  of the Phoslock  product that we used had the
            technical skills and experience to manufacture Phoslock; and

      o     We were using our best efforts to sell the Phoslock product.

      The first visit for a review of our operations by our licensor's Technical
advisory Board was scheduled for February 2002, but  rescheduled to July 1, 2002
by our  licensor  and  then  rescheduled  again  to  late  October,  2002 by our
licensor.  On October,  22 and 23,  2002,  members of our  Licensor's  Technical
Advisory Board who are the Chief Executive Officer and Technical Director of our
licensor,  visited our  headquarters  in  Fairfield,  New Jersey.  Our  licensor
assumed all costs of this visit.  During their  visit,  the  Technical  Advisory
Board  members met with our  President,  Mr.  Leonard  Perle,  the  President of
Pro-Finishes, Inc., Mr. Adam Perle, and Pro-Finishes, Inc. sales representatives
that will assist in marketing Phoslock  throughout our licensed  territory.  The
licensor  representatives  provided a detailed commentary on the development and
applications of Phoslock.


                                       13
<PAGE>


      In addition, the licensor  representatives and our President,  Mr. Leonard
Perle,  conducted the following  conference calls with: (a)  representatives  of
Exponent, Inc., the consultant which arranged for and prepared an application to
the United States Environmental  Protection Agency to register Phoslock as a new
chemical under that agency's Toxic Substance Control Act to ascertain the status
of the  preparation  of the  application  and  any  information  needed  for its
preparation; and (b) a representative of a Florida municipality as a prospective
customer which is in control of a lake with algae problems.

      The Technical  Advisory Board members visited Heterene  Corporation  which
was to  sub-manufacture  the  Phoslock  product  on  our  behalf.  The  licensor
representatives met with Heterene  Corporation's Chief Engineer,  Herbert Frank,
inspected  the plant and viewed the tank and mixing areas where  Phoslock was to
be  manufactured.  The  licensor  representatives  discussed  with Mr. Frank the
current  operations  of the  Heterene  plant  and  processing  taking  place  to
manufacture  Heterene's  products.  Additionally,  the Technical  Advisory Board
members reviewed the procedures necessary to utilize the same equipment Heterene
is using for  manufacture  of its products,  which was to be used to manufacture
Phoslock,  including the relevant  cleaning  protocols.  The Technical  Advisory
Board members  concluded that the plant contained almost all of the equipment to
manufacture  Phoslock and that Heterene had the technical  skills and experience
to manufacture  Phoslock.  The next visit by the Technical  Advisory Board which
had been scheduled for October, 2003 or November, 2003, will not have to be done
because the  Corporation  will be purchasing  our product  directly from the new
Phoslock granule plant in Kunming, China.

September, 2002 - November, 2003

      Testing Procedures

      The need for testing  procedures has been  eliminated due to the fact that
all of the  Phoslock  product  will come from the new  Kunming,  China plant and
there will be no need for the testing  procedures  previously  required when the
Company produced its own Phoslock product.

      Future Production Costs

      Future  production  costs will be significantly  reduced,  due to the fact
that all of the  Phoslock  product  will be produced at the new  Kunming,  China
plant and through  mass  production,  costs per ton will be less.  The amount of
savings has not yet been determined.

      Future Equipment Costs

      Future equipment costs for testing equipment will be eliminated completely
due to the fact that the Company  will no longer be  producing  its own Phoslock
product, but will be buying product directly from the new Kunming, China plant.

      Pricing of Phoslock

      The  anticipated  prices  at  which  we  intend  to sell  Phoslock  to our
customers were at one time:

           Amount of Phoslock Order                     Price
           ------------------------                --------------
           Less than 1 ton                         $2,000 per ton

           From 1 ton to 10 tons                   $2,000 per ton

           From 11 tons to 50 tons                 $1,900 per ton

           From 50 tons to 100 tons or more        $1,900 per ton


                                       14
<PAGE>


      At this time those  prices are being  reduced due to the fact that we will
receive  savings as a result of the new Phoslock  granule  product which will be
available when production  commences at the new plant in Kunming,  China in May,
2004.

       Summary of Total Costs:

       Accomplish our Plan of Operations - $218,000

       Attending trade shows - $15,000

       Advertising - $75,000

       Working Capital Needs of $28,000 consisting of: (a) $1,000 per month rent
paid to Jeen  International for total annual rent of $12,000;  (b)$500 per month
cost  paid  to  Jeen  International  for  part-time  tasks  by  one of  their  4
secretaries  for a total annual cost of $6,000;  (c) annual  telephone and other
office expenses of $10,000.

      Chief Executive Officer's Salary for one year - $100,000

Recent Developments

      The  resignation  of the  Company's  President,  Leonard  Perle  effective
January 27,  2004 due to health  reasons  will  adversely  affect the  Company's
ability to execute and complete its plan of operations.

Liquidity and Capital Resources
      Our  source  of the funds to  accomplish  our Plan of  Operations  will be
derived from our current  cash of $253,598 as of December  31, 2003.  We derived
our cash resources from a $600,000  debenture  investment and private  placement
sales of our common stock, prior to the filing of a registration statement.

      At December 31, 2003, we had a negative working capital of $344,000. Since
inception of the Company,  we have generated  zero revenues and incurred  losses
from  operations.  In order to execute  the  Company's  Plan of  Operation,  the
Company will need to raise additional financing.

Critical Accounting Policies

      Because  we have no  operations  and are not  engaged  in any  significant
transactions, we currently have no critical accounting policies.


                                       15
<PAGE>


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 Auditors                                     F-2
          Balance Sheets as of December 31, 2003 and 2002                    F-3
          Statements of Operations for the years ended December 31, 2003
          and 2002                                                           F-4
          Statements of Stockholders'  Deficit for the years ended
          December 31, 2003 and 2002                                         F-5

          Statements of Cash Flows for the years ended December 31, 2003
          and 2002                                                           F-6
          Notes to Financial Statements                                      F-7


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.

                                    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 Purezza to
become a director or executive officer.

<TABLE>
<CAPTION>

                     NAME                      AGE                          POSITION                               TERM
       ---------------------------------   -------------   --------------------------------------------   -----------------------
       <S>                                 <C>             <C>                                            <C>
       Leonard M. Perle (1)                     67         President, Chief Executive Officer, and                1 Year
                                                           Chairman of the Board

       Larry Legel                              56         Chief Financial Officer, Secretary,                    1 Year
                                                           Treasurer and Director
</TABLE>

------------
(1)   Leonard Perle resigned as President,  Chief Executive Officer and Director
      effective  January 27, 200 due to health  reasons.  Effective  January 27,
      2004, Larry was elected  President and Chief Executive  Officer  replacing
      Mr. Perle.



                                       16
<PAGE>


      Leonard Perle has been our President, Chief Executive Officer and Chairman
of the Board Officer since January 20, 2002.  From  approximately  April 1996 to
present,   Mr.  Perle  has  been  the  Vice  President  of  Operations  of  Jeen
International  Corporation,  a chemical  manufacturer and distributor located in
Fairfield,  New Jersey and  incorporated in New Jersey.  Jeen  International  is
solely owned by Mr. Perle's son, Adam Perle. Since our inception,  Mr. Perle has
devoted  approximately 75% of his time to his position at Jeen International and
only 25% of his time to our business.  Commencing in April 2003,  Mr. Perle will
devote  approximately  90% of his  time to our  business,  and  only 10% to Jeen
International.  From 1969 to 1996,  Mr.  Perle was the  president  of  Protameen
Chemical Company, a chemical manufacturer and distributor located in Totowa, New
Jersey. Mr. Perle received a Bachelors Degree in Chemistry from Brooklyn College
in 1961.

      Larry  Legel  has  been a  member  of our  Board of  Directors  since  our
inception.  From our inception to January 19, 2002, Mr. Legel was our President,
Chief Executive Officer, Chief Financial Officer,  Secretary, and Treasurer. Mr.
Legel  spent  approximately  25% of his  time as our  President/Chief  Executive
Officer  until  January  19,  2002,   when  he  resigned  his  position  as  our
President/Chief  Executive Officer in order that we could hire a President/Chief
Executive  Officer  that could devote most of his time to those  positions.  Mr.
Legel continues in his capacity as our Chief Financial Officer,  Secretary,  and
Treasurer, and is also our Chief Accounting Officer. Mr. Legel has been licensed
as a  Certified  Public  Accountant  in the State of Florida  since 1974 and has
operated and owned his own  Certified  Public  Accounting  firm since 1974.  Mr.
Legel now spends  approximately  25% of his time to our  business and 75% to his
accounting  practice.   Mr.  Legel  received  a  Bachelors  Degree  in  Business
Administration from Wayne State University in 1969.

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,  2003 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.

      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 failure by  management  to
conduct the  Company's  business in the  Company's  best  interest may result in
liability to the  management.  The officers and directors are accountable to the
Company as  fiduciaries,  which means that they are  required  to exercise  good
faith and integrity in handling the Company's affairs.  Shareholders who believe
that the  Company  has been  harmed by  failure of an  officer  or  director  to
appropriately  resolve any conflict of interest may,  subject to applicable rule
of  civil  procedure,  be able to bring a class  action  or  derivative  suit to
enforce their rights and the Company's rights.


                                       17
<PAGE>


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

We have entered into an employment  agreement with our President in which we are
obligated to compensate him in the future. The following Executive  Compensation
Chart highlights the terms of compensation for our President. 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                       SECURITIES
       AND                                             ANNUAL      RESTRICTED      UNDERLYING
    PRINCIPAL                                      COMPENSATION  STOCK AWARD(S)     OPTIONS/          LTIP         ALL OTHER
     POSITION       YEAR    SALARY ($)   BONUS ($)      ($)           ($)         SARS (#) (2)    PAYOUTS ($)  COMPENSATION ($)
----------------- ------ ------------- ----------- ------------- --------------- --------------- ------------ ----------------
<S>               <C>    <C>           <C>         <C>           <C>             <C>             <C>           <C>
Leonard M. Perle    2003 $     100,000     N/A     $           0       N/A               N/A           N/A          N/A
(CEO) (1)
                    2002 $      60,000     N/A     $           0       N/A             7,000,000       N/A          (3)
----------------- ------ ------------- ----------- ------------- --------------- --------------- ------------ ----------------
</TABLE>


(1)   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.

(2)   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.


                                       18
<PAGE>


(3)   Under his employment  agreement,  Leonard Perle was granted 900,000 shares
      of the  Company's  common  stock.  Mr.  Perle  resigned  from the  Company
      effective  January 27,  2004.  In  connection  with his  resignation,  all
      900,000 shares were cancelled.



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, 2003 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, 2003, 7,815,000 shares
of our common stock were outstanding.

<TABLE>
<CAPTION>

----------------------------------------- ----------------------------------- -----------------------------------
               NAME                       NUMBER OF SHARES BENEFICIALLY OWNED PERCENT OF TOTAL OUTSTANDING SHARES
----------------------------------------- ----------------------------------- -----------------------------------
<S>                                       <C>                                 <C>
Larry Legel                                            70,000 (1)                            0.90%
1425 NE 57th Place
Fort Lauderdale, Florida  33334
----------------------------------------- ----------------------------------- -----------------------------------
Leonard Perle                                         900,000 (2)                           11.52%
24 Madison Road
Fairfield, New Jersey 07004
----------------------------------------- ----------------------------------- -----------------------------------
Adam Perle                                            900,000 (3)                           11.52%
24 Madison Road
Fairfield, New Jersey 07004
----------------------------------------- ----------------------------------- -----------------------------------
Joseph Safina                                         624,000 (4)                            7.98%
1 E. Broward Boulevard, Suite 700
Fort Lauderdale, Florida 33301
----------------------------------------- ----------------------------------- -----------------------------------
Gregory Nagel                                       1,150,000 (5)                           14.72%
5828 Sebastian, #109
San Antonio, Texas 78249
----------------------------------------- ----------------------------------- -----------------------------------
Joel Bidois                                           484,763 (6)                            6.20%
24 Eagle View Place
Eagle Farm, Brisbane
Queen Land 40009 Australia
----------------------------------------- ----------------------------------- -----------------------------------
William P. Whalen                                     625,000                                8.00%
69 Oriole Way
Westbury, New York 11590
----------------------------------------- ----------------------------------- -----------------------------------
Douglas W. Moreland                                   500,000                                6.40%
1655 E. Layton Drive
Englewood, Colorado 80110
----------------------------------------- ----------------------------------- -----------------------------------
All Executive Officers and Directors as a             970,000                               12.41%
group
----------------------------------------- ----------------------------------- -----------------------------------
</TABLE>


                                       19
<PAGE>


(1)   Larry  Legel's  ownership  interest is composed of 30,000 shares of common
      stock owned by Mr. Legel individually,  5,000 shares of common stock owned
      with his wife as joint tenants, and 35,000 shares of common stock owned by
      Glacier Marketing International, Inc., a Florida corporation 100% owned by
      Mr. Legel.  Glacier Marketing  International is located at 5100 N. Federal
      Highway,  Suite 409, Fort  Lauderdale,  Florida.  Excludes 150,000 options
      granted to Mr. Legal in October 2003 at a strike price of $0.10 per share.
      Excludes  900,000  shares of the Company's  common stock received by Larry
      Legel in connection with Leonard Perle's resignation on January 27, 2004.

(2)   Excludes  7,000,000 shares of the Company's common stock issued to Leonard
      Perle which he may exercise at certain  revenue and earnings  levels.  Mr.
      Perle  resigned  as  President,   Chief  Executive  Officer  and  Director
      effective  January 27, 2004 due to health reasons.  In connection with his
      resignation,  the 900,000 shares of common stock and the 7,000,000 options
      were cancelled.

(3)   Adam Perle's  ownership is composed of 900,000  shares  directly  owned by
      Pro-Finishes,  Inc., of which he is the sole owner. Adam Perle, is the son
      of our President,  Leonard Perle,  who is employed by Jeen  International,
      Inc.,  a company  solely owned by Adam Perle.  In addition,  Pro-Finishes,
      Inc., a company solely owned by Adam Perle,  is our exclusive sales agent.
      Adam Perle is of majority  age and does not live in the same  household as
      Leonard  Perle.  Neither  Adam nor  Leonard  Perle  derive any  beneficial
      ownership  in our common stock from one another.  In  connection  with the
      termination  of the sales  agency  agreement  in April  2004,  the 900,000
      shares of common stock issued to  Pro-Finishes,  Inc. were cancelled,  and
      100,000 shares of common stock were issued to Adam Perle.

(4)   Joseph  Safina's  indirect  ownership  interest is composed of: (a) 54,000
      shares  directly held by  International  Equities  Group,  Inc., a Florida
      corporation;  50% owned by Mr. Safina and 50% owned by his wife,  Jennifer
      Safina;  and (b) 570,000 shares directly held by DFM  Management,  Ltd., a
      limited  partnership  created under the Texas Revised Limited  Partnership
      Act,  99% of which is owned by Mr.  Safina  as a  limited  partner  of DFM
      Management,  Ltd.  International Equities Group, Inc. is located at 1 East
      Broward  Boulevard,  Suite  700,  Fort  Lauderdale,   Florida  33301.  DFM
      Management,  Ltd. is located at 1900 West Loop South, Suite 2050, Houston,
      Texas 77027.  Mr. Safina assisted us in negotiating our license  agreement
      with Integrated  Mineral  Technology,  Ltd. There was no verbal or written
      agreement  involving Mr. Safina's  negotiations  with  Integrated  Mineral
      Technology,  Ltd.  on our  behalf or to  compensate  Mr.  Safina  for this
      service, for which he received none.

(5)   Excludes  1,000,000 options granted to Gregory Nagel in November 2003 at a
      strike price of $1.00 per share.

(6)   Joel  Bidois'  ownership  interest  is  composed  of: (a)  272,727  shares
      directly held by Genesis Research  Corporation  which is 100% owned by Mr.
      Bidois;  and  (b)  757,273  shares  directly  held by  Integrated  Mineral
      Technology,  Ltd. Mr.  Bidois owns 28% of Integrated  Mineral  Technology,
      Ltd.  through JN Bidois Holdings Unit Trust Pty Ltd which is 100% owned by
      Mr. Bidois and members of his family.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      On September  30, 2001,  we sold 5,000 shares of common stock to our prior
president, Larry Legel for $.001 per share, for total consideration of $50.

      On  September  30,  2001,  we sold  900,000  shares of our common stock to
Leonard Perle at $.001 per share,  for total  consideration  of $900.  Mr. Perle
became our President on December 21, 2001.

      On September  30,  2001,  we sold  900,000,  shares of our 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 our  President,
Leonard Perle. Adam Perle is of majority age, lives in a separate residence from
Leonard  Perle,  and Leonard Perle  derives no  beneficial  interest from shares
owned by Pro-Finishes, Inc.


                                       20
<PAGE>


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

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

      On October 1, 2001, we entered into a Sales Representative  Agreement with
Pro-Finishes,  Inc.  who became our  exclusive  Sales  Representative  to market
existing and future Phoslock products in the United States,  Canada,  and Mexico
in  exchange  for  10%  of  gross  sales  of the  Phoslock  product  they  sell.
Pro-Finishes,  Inc.'s'  owner  and  president,  Adam  Perle,  is the  son of our
president, Leonard Perle. The Pro-Finishes, Inc. agreement was not negotiated at
"arms length". Pro-Finishes, Inc. owns 900,000 shares of our common stock.

      Our  President,   Leonard  Perle,  is  employed  as  a  Vice-President  of
Operations by Jeen International, Inc., which is solely owned by our President's
son, Adam Perle.  Currently, we are leasing office space at Jeen International's
facility in Fairfield,  New Jersey.  These agreements,  arrangements,  and stock
ownership may create  conflicts of interest which favor the affiliated  business
interests  of our  President  or his son and may  not be  resolved  in a  manner
favorable to our minority stockholders.

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

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

      On November  20,  2001,  we sold 5,000 shares of our common stock at $.001
per share,  for total  consideration of $5 to Glacier  Marketing  International,
Inc. ESOP.

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

      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)

            3.2         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)


                                       21
<PAGE>


            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)

            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.

      (b)   Reports on Form 8-K.

            No reports on Form 8-K were filed during the most recent quarter.

ITEM 14.  CONTROLS AND PROCEDURES

      We  carried  out  an  evaluation,  under  the  supervision  and  with  the
participation of our management, including our Chief Executive Officer and Chief
Financial  Officer,  of the  effectiveness  of the design and  operation  of our
disclosure  controls and  procedures as of the end of the period covered by this
report pursuant to Exchange Act Rule 13a-15(b).  Based upon that evaluation, the
Chief  Executive   Officer  and  Chief  Financial  Officer  concluded  that  our
disclosure  controls and  procedures  are  effective in timely  alerting them to
material  information  relating  to the  Company  required to be included in our
periodic SEC filings as of December 31, 2003.

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
$3,000 for the fiscal  year ended  December  31,  2002 and $2,500 for the fiscal
year ended December 31, 2003.

(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.


                                       22
<PAGE>


(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.


                                       23
<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: November 30, 2004              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 November 30, 2004.

      Signatures                            Title

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



<PAGE>




                          INDEX TO FINANCIAL STATEMENTS




Independent Auditors' Report.................................................F-2

Balance Sheet................................................................F-3

Statement of Operations......................................................F-4

Statement of Stockholders' Equity............................................F-5

Statement of Cash Flows......................................................F-6

Notes to Financial Statement.................................................F-7




                                      F-1
<PAGE>


                          INDEPENDENT AUDITORS' REPORT



The Board of Directors and Stockholders
Purezza Group, Inc.
(A Development Stage Enterprise)
Fairfield, New Jersey

We have  audited the  accompanying  balance  sheets of Purezza  Group,  Inc.,  a
development stage enterprise,  as of December 31, 2003 and 2002, and the related
statements of operations, stockholders' equity and cash flows for the year ended
December  31,  2003 and 2002,  and the periods  from August 9, 2001  (Inception)
through December 31, 2003. These financial  statements are the responsibility of
the Company's  management.  Our responsibility is to express an opinion on these
financial statements based on our audit.

We conducted our audit in accordance with auditing standards  generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audit  provides 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 Purezza  Group,  Inc. as of
December 31, 2003 and 2002 and the results of its  operations and its cash flows
for the years ended  December 31, 2003 and 2002,  and the periods from August 9,
2001  (Inception)  through  December 31, 2003,  in  conformity  with  accounting
principles generally accepted in the United States.



                                                /s/Durland & Company, CPAs, P.A.
                                                --------------------------------
                                                Durland & Company, CPAs, P.A.
Palm Beach, Florida
March 30, 2004



                                      F-2
<PAGE>



                                     PURREZA GROUP, INC.
                               (A Development Stage Enterprise)
                                        BALANCE SHEET
                                         December 31,

<TABLE>
<CAPTION>

                                                                         2003         2002
                                                                       ---------    ---------
<S>                                                                    <C>          <C>
                                     ASSETS
CURRENT ASSETS
                                                                Cash   $ 253,598    $ 476,717
                                                                       ---------    ---------

                                                Total current assets     253,598      476,717
                                                                       ---------    ---------

                                              PROPERTY AND EQUIPMENT
                                                           Equipment       1,495        3,019
                                                                       ---------    ---------

                                        Total property and equipment       1,495        3,019
                                                                       ---------    ---------

                                                        OTHER ASSETS
                                                             License           0            0
                                                                       ---------    ---------

                                                  Total other assets           0            0
                                                                       ---------    ---------

                                                        Total Assets   $ 255,093    $ 479,736
                                                                       =========    =========

                                LIABILITIES AND STOCKHOLDERS' EQUITY
                                                 CURRENT LIABILITIES
                                                    Accounts payable   $       0    $       0
                                            Accrued expenses payable           0        3,158
                                                                       ---------    ---------

                                           Total current liabilities           0        3,158

                                                      LONG-TERM DEBT
                                  Convertible debenture note payable     600,000      600,000
                                            Accrued interest payable           0       67,989
                                                                       ---------    ---------

                                                Total long-term debt     600,000      667,989
                                                                       ---------    ---------

                                                   Total Liabilities     600,000      671,147
                                                                       ---------    ---------

                                                STOCKHOLDERS' EQUITY
      Common stock, $0.001 par value, authorized 100,000,000 shares;
7,815,000 and 7,815,000 shares  issued and outstanding, respectively       7,815        7,815
                                          Additional paid-in capital     326,707      326,707
                    Deficit accumulated during the development stage    (679,429)    (525,933)
                                                                       ---------    ---------

                                          Total stockholders' equity    (344,907)    (191,411)
                                                                       ---------    ---------

                         Total Liabilities and  Stockholders' Equity   $ 255,093    $ 479,736
                                                                       =========    =========
</TABLE>


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


                                      F-3
<PAGE>


                                         PUREZZA GROUP, INC.
                                  (A Development Stage Enterprise)
                                       STATEMENT OF OPERATIONS


<TABLE>
<CAPTION>
                                                                                           FROM
                                                                                         AUGUST 9,
                                                                                           2001
                                                                                       (INCEPTION)
                                                         YEAR ENDED DECEMBER 31,         THROUGH
                                                       ----------------------------    DECEMBER 31,
                                                           2003            2002            2003
                                                       ------------    ------------    ------------
<S>                                                    <C>             <C>             <C>
                                            Revenues   $          0    $          0    $          0
                                                       ------------    ------------    ------------

                                            Expenses
                 General and administrative expenses        132,495         141,970         343,770
                                   Professional fees         90,406          58,440         193,606
                                                       ------------    ------------    ------------

                                      Total expenses        222,901         200,410         537,376
                                                       ------------    ------------    ------------

                                Loss from operations       (222,901)       (200,410)       (537,376)

                              Other income (expense)
                               Impairment of license              0        (150,000)       (150,000)
                                     Interest income          1,418           4,387           7,948
                   Interest expense (waived in 2003)         67,989         (47,737)              0
                                                       ------------    ------------    ------------

                        Total other income (expense)         69,407        (193,350)       (142,052)
                                                       ------------    ------------    ------------

                                            Net loss   $   (153,494)   $   (393,760)   $   (679,428)
                                                       ============    ============    ============

              Loss per weighted average common share
                                                       $      (0.02)   $      (0.04)
                                                       ============    ============

Number of weighted average common shares outstanding      7,815,000      10,069,452
                                                       ============    ============
</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


<TABLE>
<CAPTION>
                                                                                             DEFICIT
                                                                                            ACCUMULATED
                                                                               ADDITIONAL   DURING THE        TOTAL
                                                 NUMBER OF        COMMON        PAID-IN     DEVELOPMENT    STOCKHOLDERS'
                                                  SHARES          STOCK         CAPITAL        STAGE         EQUITY
                                                -----------    -----------    -----------   -----------    -----------
<S>                                             <C>            <C>            <C>           <C>            <C>
            BEGINNING BALANCE, August 9, 2001             0    $         0    $         0   $         0    $         0

Shares issued for cash-founders at $0.001/sh     10,271,000         10,271              0             0         10,271
        Shares issued with debt at $0.017/sh        850,000            850         12,926             0         13,776
      Shares issued for services at $0.02/sh          5,000              5             95             0            100
          Shares issued for cash at $1.00/sh        314,000            314        313,686             0        314,000

                                     Net loss             0              0              0      (132,174)      (132,174)
                                                -----------    -----------    -----------   -----------    -----------

                   BALANCE, December 31, 2001    11,440,000         11,440        326,707      (132,174)       205,973

                  Shares repurchased for cash    (3,625,000)        (3,625)             0             0         (3,625)

                                     Net loss             0              0              0      (393,760)      (393,760)
                                                -----------    -----------    -----------   -----------    -----------

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


                                     Net loss             0              0              0      (153,494)      (153,494)
                                                -----------    -----------    -----------   -----------    -----------

            ENDING 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-5
<PAGE>



                                                   PUREZZA GROUP, INC.
                                            (A Development Stage Enterprise)
                                                 STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>

                                                                                                     FROM
                                                                                                   AUGUST 9,
                                                                                                     2001
                                                                                                 (INCEPTION)
                                                                  YEAR ENDED      YEAR ENDED       THROUGH
                                                                 DECEMBER 31,    DECEMBER 31,    DECEMBER 31,
                                                                     2003            2002            2003
                                                                 ------------    ------------    ------------
<S>                                                              <C>             <C>             <C>
                      CASH FLOWS FROM OPERATING ACTIVITIES:
                                                   Net loss      $   (153,494)   $   (393,760)   $   (679,428)
     Adjustments to reconcile net loss to net cash used for
                                      operating activities:
                                  Stock issued for services                 0               0             100
                                       Depreciation expense             1,522             755           2,577
                                      Impairment of license                 0         150,000         150,000
                Changes in operating assets and liabilities
                    Increase (decrease) in accounts payable                 0         (11,250)              0
             Increase (decrease) in accrued expense payable            (3,158)          3,158               0
            Increase (decrease) in accrued interest payable           (67,989)         47,737               0
                                                                 ------------    ------------    ------------
                      Net cash used by operating activities          (223,119)       (203,360)       (526,751)
                                                                 ------------    ------------    ------------
                      CASH FLOWS FROM INVESTING ACTIVITIES:
                                        Purchase of license                 0               0        (150,000)
                                       Purchase of computer                 0          (2,250)         (4,074)
                                                                 ------------    ------------    ------------
                        Net cash used  investing activities                 0          (2,250)       (154,074)
                                                                 ------------    ------------    ------------
                      CASH FLOWS FROM FINANCING ACTIVITIES:
                     Proceeds from issuance of common stock                 0               0         338,048
                                 Repurchase of common stock                 0          (3,325)         (3,625)
                        Proceeds from convertible debenture                 0               0         600,000
                                                                 ------------    ------------    ------------
                  Net cash provided by financing activities                 0          (3,325)        934,423
                                                                 ------------    ------------    ------------
                            Net increase (decrease) in cash          (223,119)       (208,935)        253,598
                                                                 ------------    ------------    ------------
                                  CASH, beginning of period           476,717         685,652               0
                                                                 ------------    ------------    ------------
                                        CASH, end of period      $    253,598    $    476,717    $    253,598
                                                                 ============    ============    ============
</TABLE>


SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
NON-CASH FINANCING ACTIVITIES:
None


    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

(1)   THE COMPANY  Purezza  Group,  Inc.  (the  Company) is a Florida  chartered
      development   stage   corporation   which   conducts   business  from  its
      headquarters  in Fairfield,  New Jersey.  The Company was  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 waste water streams.

      Phoslock was developed in 1996 by CSIRO, an Australian  Government Agency,
      a research tank of 6,500  scientists.  The product is currently being used
      successfully in Australia by IMT, a private Australian company selected by
      CSIRO to promote the commercial applications of the product.

      The  applications  of Phoslock  include  removal of  phosphorus in natural
      waterways,  sewage  treatment  plants,  farm dams,  constructed  wetlands,
      piggeries,   feedlots,  golf  courses,  dairy  farms,  aquaculture  farms,
      aquariums,   mining,   industrial  effluent,   power  plants,   commercial
      development, and recreational and domestic consumer use.

      Phoslock is a modified clay product of slurry powder granules. It works by
      being  spread  onto water  surface.  It absorbs  nutrients  from the water
      column as it settles to the bottom.  Once it has passed  through the water
      column,  Phoslock  forms a stable  sediment  on the bed of the water body,
      which effectively traps not only the nutrients that it has absorbed on the
      way down but those nutrients already contained in bottom sediments.

      The following  summarize  the more  significant  accounting  and reporting
      policies and practices of the Company:

      a)    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.

      b)    START-UP COSTS Costs of start-up activities,  including organization
            costs,  are expensed as incurred,  in accordance  with  Statement of
            Position (SOP) 98-5.

      c)    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.

      d)    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.

      e)    REVENUE RECOGNITION Revenue from product sales will be recognized at
            the time the sale is made.

      f)    PROPERTY AND  EQUIPMENT  All property and  equipment are recorded at
            cost and depreciated  over their estimated  useful lives,  generally
            three,  five or seven years,  using the straight-line  method.  Upon
            sale or retirement,  the costs and related accumulated  depreciation
            are eliminated  from their  respective  accounts,  and the resulting
            gain or loss is included in the results of  operations.  Repairs and
            maintenance  charges  which do not  increase the useful lives of the
            assets are charged to operations as incurred.  Depreciation  expense
            was $1,522 and $755 for the years ended  December 31, 2003 and 2002,
            respectively.


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


                                      F-7
<PAGE>


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

(2)   STOCKHOLDERS'  EQUITY The Company  has  authorized  100,000,000  shares of
      $0.001 par value  common stock and had  11,440,000  shares of common stock
      issued and outstanding at December 31, 2002. The Company issued 10,271,000
      shares of common stock to its founders in exchange for $10,271 in cash. It
      issued 850,000 shares of common stock to the Debenture  Holder in exchange
      for $14,387 in cash.  The Company  issued  5,000 shares of common stock in
      exchange  for  services  valued at $100.  Through a  Regulation D Rule 506
      Private  Placement,  the Company  issued 314,000 shares of common stock in
      exchange for $314,000 in cash.

      The Company has issued 7,000,000  options to purchase shares of its common
      stock to its President. (See Note 8a.)

      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.

(3)   CONVERTIBLE  DEBENTURE On September 30, 2001,  the Company  entered into a
      Convertible  Debenture  and Common  Stock  Agreement  whereby  the company
      received  $600,000 in proceeds and issued a Debenture  Note Payable in the
      amount of $600,000 convertible to 60,000 shares of the common stock of the
      Company,  at $10 per  share,  at any  time up to May 24,  2004,  otherwise
      payable @ 8% interest  annually,  plus principal  payable on May 24, 2004.
      Accrued  interest  payable at  December  31, 2002 was  $67,989,  which was
      waived by the debenture holder,  therefore the accrued interest payable at
      December 31, 2003 is $0.

(4)   INCOME  TAXES  The  Company  adopted  Statement  of  Financial  Accounting
      Standards No. 109 (SFAS No. 109),  "Accounting  for Income  Taxes",  since
      inception.  SFAS No. 109 requires the liability  method of accounting  for
      income taxes. Deferred income taxes result in temporary differences in the
      recognition of revenue and expenses for income tax and financial reporting
      purposes.  These  differences  are  primarily  due to the  differences  in
      accrual basis  reporting for statement  purposes and cash basis  reporting
      for tax purposes.

      At December 31, 2003, the Company had Federal and State net operating loss
      carry-forwards of $679,400,  which expire $153,500,  $393,800 and $132,100
      at December 31, 2023, 2022 and 2021, respectively.  Significant components
      of deferred income taxes are as follows:

                      Net Operating Loss                         $    679,400
                                                                 ------------
                      Total Deferred Tax Asset                        139,000
                      Less: Valuation Allowance                      (139,000)
                                                                 ------------
                      Net Deferred Tax Asset                     $          0
                                                                 ============

      The amount  recorded  as deferred  tax assets as of  December  31, 2003 is
      $139,000,  which  represents  the  amount  of  tax  benefit  of  the  loss
      carryforward.  The Company has established a valuation  allowance  against
      this  deferred  tax asset,  as the  company  has no history of  profitable
      operations.

(5)   FAIR VALUE OF FINANCIAL  INSTRUMENTS The Company's  financial  instruments
      consist entirely of cash in bank and a license and a convertible debenture
      note. The carrying amounts of such financial instruments,  as reflected in
      the balance sheet, approximate the estimated fair value of the accounts as
      of  December  31,  2003.  The  estimated  fair  value  is not  necessarily
      indicative of the amounts the Company  could  realize in a current  market
      exchange  or of future  earnings  or cash flows.  PUREZZA  GROUP,  INC. (A
      Development Stage Enterprise) NOTES TO FINANCIAL STATEMENTS


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


                                      F-8
<PAGE>


(6)   LICENSE  AGREEMENT On August 15, 2001, the company  entered into a License
      Agreement with  Integrated  Mineral  Technology  Limited (IMT) whereby the
      company  received  the  exclusive  use of the product  "Phoslock"  for all
      applicable purposes in the USA, Canada, Mexico, Central American and South
      America.  The Agreement was effective August 15, 2001 and is for a term of
      nineteen years and two and one-half  months,  ending October 31, 2020. The
      initial license fee paid by the Company was $150,000.  In conjunction with
      the License  Agreement,  the Company sold 530,000  shares of the Company's
      common  stock to IMT in exchange  for $530 in cash,  and the  Agreement is
      subject to certain other conditions.

      When  the  Company  begins  commercialization  of  this  license,  it will
      amortize  the  initial  license  fee over the then  remaining  life of the
      license.  The  Company  will pay IMT  certain  royalties  pursuant  to the
      Agreement. The Company has an exclusive license to sell and or manufacture
      the product, Phoslock, in the license territories.  The Agreement provides
      for minimum royalty amounts,  contracted  product pricing and specific use
      requirements  of the product,  as well as mutual  benefits and obligations
      for sub licensing and  referrals  and various  other  considerations.  The
      minimum  royalty  payments  under the agreement are $843,750 in 2004,  and
      $1,260,000 per year thereafter. In the second quarter of 2002, the Company
      wrote off the  license  fee,  since the  Company  had not yet been able to
      commercialize the license.

(8)   RELATED PARTIES

      (a)   EXECUTIVE  EMPLOYMENT  AGREEMENT  On October 1,  2001,  the  Company
            entered into an Employment Agreement with employee Leonard M. Perle,
            as President and a member of the Board of Directors, for five years.
            Pursuant  to the  Agreement,  the  base  compensation  to be paid to
            Leonard M. Perle for months  one  through  twelve of the  employment
            term is at $60,000  annually;  for months thirteen through nineteen,
            at $100,000  annually;  for months  twenty  through  twenty-six,  at
            $150,000 annually;  for months twenty-seven  through thirty-two,  at
            $200,000  annually;   for  months  thirty-three  through  sixty,  at
            $250,000 annually.

            The number of options  which Mr. Perle has received and may exercise
            at certain levels of Company revenue are as follows:

                      NUMBER OF
                       OPTIONS          PRICE         COMPANY REVENUE
                     ----------       ---------       ---------------
                        500,000       $     .50       $     1,000,000
                        500,000            2.00             2,000,000
                        500,000            2.50             4,000,000
                     ----------
            Subtotal  1,500,000


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


                                      F-9
<PAGE>


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

            The number of options  which Mr. Perle has received and may exercise
            at certain levels of Company earnings is as follows:

                      NUMBER OF
                       OPTIONS          PRICE        COMPANY EARNINGS
                     ----------       ---------      ----------------
                        500,000            1.00               250,000
                        500,000            2.50               500,000
                        500,000            3.00               750,000
                      1,000,000            5.00             1,000,000
                      1,000,000            5.00             2,000,000
                      1,000,000            7.00             5,000,000
                      1,000,000            7.00             7,500,000
                     ----------
            Subtotal  5,500,000
                     ----------
            Total     7,000,000
                     ==========

(8)   RELATED PARTIES

      (a)   EXECUTIVE  AND  RELATED  PARTY  OPTION  ISSUANCES  During the fourth
            quarter  ended  December 31, 2003,  the Company  issued common stock
            options to one officer and three related  parties.  These  issuances
            were:

            (1)   OFFICER To Larry Legel,  President,  Chief Executive  Officer,
                  Chief Administrative Officer, Director,  Secretary,  Treasurer
                  and Chief  Financial  Officer,  the amount of 150,000  options
                  with a strike price of $0.10 per share,  with an exercise term
                  of five years ending October 20, 2008. The options were issued
                  in   consideration   for  past   services   rendered   and  in
                  anticipation of future services.

            (2)   RELATED PARTIES To Sanzari Family Trust, the amount of 250,000
                  options  with a  strike  price  of $1.00  per  share,  with an
                  exercise  term of three years  ending  October 27,  2006.  The
                  options  were issued in  consideration  for the  provision  of
                  working capital to the Company in the past.

                  To TJP Management,  Inc., the amount of 250,000 options with a
                  strike  price of $1.00 per  share,  with an  exercise  term of
                  three years ending  October 27, 2006.  The options were issued
                  in  consideration  for the provision of working capital to the
                  Company in the past.

                  To Gregory A. Nagel.,  the amount of 1,000,000  options with a
                  strike price of $1.00 per share, with an exercise term of five
                  years  ending  November 5, 2008.  The  options  were issued in
                  consideration  for the  provision  of  working  capital to the
                  Company in the past.

(9)   SUBSEQUENT EVENTS

      (a)   EXECUTIVE  EMPLOYMENT  AGREEMENT AND  STOCKHOLDER'S  EQUITY In early
            January,  Mr.  Perle  resigned  as an officer  and  director  of the
            Company  due to health  reasons.  At that time Mr.  Perle  agreed to
            cancel his employment agreement,  stock options and agreed to return
            his  900,000  shares  of  previously  issued  common  stock  to  the
            Company's treasury for cancellation.


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


                                      F-10

<PAGE>


                                  EXHIBIT INDEX

            Exhibit
            Number      Description of Exhibit

            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.