UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                 AMENDMENT NO.1

                                 FORM 10 - KSB/A
                                 CURRENT REPORT

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

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


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


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


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

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

                       ADVANCED SPORTS TECHNOLOGIES, INC.

                   9700 Via Emilie, Boca Raton, Florida, 33428
          (Former Name or Former Address, if Changed Since Last Report)

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

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

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-B is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10- KSB or any amendment to
this Form 10- KSB. ( )

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

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

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

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

<PAGE>

      Item 1 DESCRIPTION OF BUSINESS

      Overview of the Company and its Prior Strategy

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

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

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

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

      The Merger

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

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

<PAGE>

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

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

      The Medical Problem

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

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

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

      The Product

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

<PAGE>

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

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

      A New Strategy

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

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

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

<PAGE>

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

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

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

      Manufacturing and Distribution

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

      Competition

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

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

<PAGE>

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

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

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

      Intellectual Property Matters

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

<PAGE>

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

      Regulatory Matters

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

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

      In order to obtain approval, applicants must submit descriptive data and,
      when necessary, performance data to establish that the device is
      substantially equivalent to a predicate device. Once approved, the basic
      regulatory requirements that manufacturers of


medical devices distributed in the U.S. must comply with are:

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

<PAGE>

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

RESEARCH AND DEVELOPMENT

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

EMPLOYEES

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

ITEM 2. DESCIRPTION OF PROPERTY

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

ITEM 3. LEGAL PROCEEDINGS

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

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

None.



<PAGE>

                                    PART II.

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

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

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

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

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

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

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

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

<PAGE>

OVERVIEW

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

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

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

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

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

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

Statements of Operations Information

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

Net loss operations                  (612,511)          (553,235)        (1,737,539)

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

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

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

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

Balance Sheet Information

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

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

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

The Total operating expenses were $1,478,240 for the year ended December 31,
2005 compared to $553,235 for the year ended December 31, 2004. Net loss from
operations increased for the year ended December 31, 2005 to $1,696,989 compared
to $551,203 for the year ended December 31, 2004. This 308% increase was the
result of a loss from the termination of the CSD license from exclusive to non
exclusive and subsequent impairment which totaled $1,065,729.

The Total operating expenses were $553,235 for the year ended December 31, 2004
compared to $1,737,539 for the period from May 28, 2003 (Inception) to December
31, 2003. Net loss from operations decreased for the year ended December 31,
2005 to $550,747 compared to $1,737,349 for the period from May 28, 2003
(Inception) to December 31, 2004. This 68% decrease was the result of not having
to recognize any operating expense for stock issued for services for the year
ended December 31, 2004 compared to $ 1532.500 for the period from May 28, 2003
(Inception) to December 31, 2003.

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

<PAGE>

CRITICAL ACCOUNTING POLICIES AND CHANGES TO ACCOUNTING POLICIES

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

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

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

PLAN OF OPERATIONS


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

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

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

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

<PAGE>

OFF-BALANCE SHEET ARRANGEMENTS

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

DESCRIPTION OF PROPERTY

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

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

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

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

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

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

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

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

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

ITEM 8A. CONTROLS AND PROCEDURES

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

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

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

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

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

<PAGE>

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

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

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

ITEM 9A. CODE OF ETHICS

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

AUDIT COMMITTEE

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

<PAGE>

NOMINATIONS

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

ITEM 10. EXECUTIVE COMPENSATION

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

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

SUMMARY COMPENSATION TABLE

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


<PAGE>

OPTION AND LONG-TERM INCENTIVE PLANS

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

DIRECTOR COMPENSATION

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

EMPLOYMENT AND RELATED AGREEMENTS

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

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

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

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

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

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

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

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

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

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


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

<PAGE>

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

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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

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

<PAGE>

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

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

ITEM 13. EXHIBITS

EXHIBIT 31.1 CEO AND CFO CERTIFICATION

EXHIBIT 31.1 CEO AND CFO CERTIFICATION

ITEM 14. AUDIT FEES

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

DESCRIPTION OF SECURITIES

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

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

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

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

<PAGE>

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

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

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

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

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

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

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

LEGAL PROCEEDINGS

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

<PAGE>

RECENT SALES OF UNREGISTERED SECURITIES

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


<PAGE>

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

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

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

INDEMNIFICATION OF OFFICERS AND DIRECTORS

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

<PAGE>

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

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

FINANCIAL STATEMENTS AND INFORMATION

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

EXHIBITS

See Item 7 herein.

<PAGE>

                     UNREGISTERED SALES OF EQUITY SECURITIES

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

                        CHANGES IN CONTROL OF REGISTRANT

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

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

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

<PAGE>

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

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

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

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

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

<PAGE>

FINANCIAL STATEMENTS




<PAGE>

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

                        CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2005 AND 2004



<PAGE>

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

                                    CONTENTS

PAGE      1       REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

PAGE      2       CONSOLIDATED BALANCE SHEET AS OF DECEMBER 31, 2005

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

PAGES    4 -5     CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIENCY
                  FOR THE PERIOD FROM MAY 28, 2003 (INCEPTION) TO DECEMBER 31,
                  2005

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

PAGES   8 - 16    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors of:
Advanced Sports Technologies, Inc. and Subsidiary


                          (A Development Stage Company)

We have audited the accompanying consolidated balance sheet of Advanced Sports
Technologies, Inc. and subsidiary (a development stage company) as of December
31, 2005 and the related statements of operations, changes in stockholders'
deficiency and cash flows for the years ended December 31, 2005 and 2004 and for
the period from May 28, 2003 (inception) to December 31, 2005. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly in all
material respects, the financial position of Advanced Sports Technologies, Inc.
and subsidiary (a development stage company) as of December 31, 2005 and the
results of its operations and its cash flows for the years ended December 31,
2005 and 2004 and for the period from May 28, 2003 (inception) to December 31,
2005 in conformity with accounting principles generally accepted in the United
States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 10 to the
financial statements, the Company is in the development stage with a working
capital deficiency of $277,229, a stockholders' deficiency of $485,506 and a
negative cash flow from operations of $436,313 from inception. These factors
raise substantial doubt about its ability to continue as a going concern.
Management's plans concerning this matter are also described in Note 10. The
accompanying financial statements do not include any adjustments that might
result from the outcome of this uncertainty.

WEBB & COMPANY, P.A.

Boynton Beach, Florida
April 7, 2006


<PAGE>

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

                           CONSOLIDATED BALANCE SHEET
                             AS OF DECEMBER 31, 2005
                             -----------------------

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

PROPERTY AND EQUIPMENT, NET                                               1,723

OTHER ASSETS
  Rights to technology, net                                                  --
                                                                    -----------

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

                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------

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

TOTAL CURRENT LIABILITIES                                               278,927

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

TOTAL LIABILITIES                                                       210,000
                                                                    -----------

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

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                      $     3,421
----------------------------------------------                      ===========


See accompanying notes to consolidated financial statements.

                                        2
<PAGE>

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

                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                                  For The Period
                                                                                        From
                                                 For The Year     For The Year     May 28, 2003
                                                     Ended           Ended        (Inception) To
                                                 December 31,     December 31,      December 31,
                                                     2005             2004              2005
                                                 ------------     ------------     ------------
<S>                                              <C>              <C>              <C>
OPERATING EXPENSES
  Stock issued for services                      $    150,000     $         --     $  1,682,500
  General and administrative                           25,406           30,620           79,238
  Depreciation and amortization                       101,039          132,039          296,780
  Royalties                                           150,000          187,813          353,438
  Professional fees                                   136,338          138,023          364,361
  Research and development                             49,728           64,740          126,969
  Loss on termination of license                   (1,065,729)              --       (1,065,729)
                                                 ------------     ------------     ------------
       Total Operating Expenses                     1,678,240          553,235        3,969,014
                                                 ------------     ------------     ------------

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

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

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

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

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

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

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

See accompanying notes to consolidated financial statements.


                                        3
<PAGE>

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

CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIENCY FOR THE PERIOD FROM MAY 28,
2003 (INCEPTION) TO DECEMBER 31, 2005              ---------------------------
-------------------------------------

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

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

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

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

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

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

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

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

See accompanying notes to consolidated financial statements.

                                        4
<PAGE>

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

CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIENCY FOR THE PERIOD FROM MAY 28,
2003 (INCEPTION) TO DECEMBER 31, 2005              ---------------------------
-------------------------------------

<TABLE>
<CAPTION>
                                                                                                Accumulated
                                                                                                  Deficit
                                                                                   Additional      During
                                 Preferred Stock              Common Stock           Paid-In    Development
                               Shares       Amount        Shares        Amount       Capital        Stage          Total
                             -----------  -----------  -----------   -----------   -----------   -----------   -----------
<S>                                   <C>         <C>      <C>             <C>         <C>          <C>           <C>
Common stock issued
 for cash
 ($0.45 per share)                    --           --      672,231         6,722       295,781            --       302,503

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

Balance, December 31, 2004            --           --   33,577,509       335,775     3,354,478    (2,289,008)    1,401,245

Stock issued in
 reverse merger                       --           --   11,097,500       110,975      (110,975)           --            --

Shares issued to
 officer for services                 --           --    5,000,000        50,000       100,000            --       150,000

Shares cancelled
 related to license
 rights                               --           --  (16,500,000)     (165,000)     (330,000)           --      (495,000)

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

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

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

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

See accompanying notes to consolidated financial statements.

                                        5
<PAGE>

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

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                      -------------------------------------

<TABLE>
<CAPTION>
                                                                                                             For The
                                                                                                           Period From
                                                                           For The Year    For The Year   May 28, 2003
                                                                              Ended           Ended       (Inception) To
                                                                           December 31,    December 31,    December 31,
                                                                               2005            2004            2005
                                                                           -----------     -----------     -----------
<S>                                                                        <C>             <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                                 $(1,696,989)    $  (551,203)    $(3,985,997)
  Adjustments to reconcile net loss to net cash used in
  operating activities:
   Stock issued for services                                                   150,000              --       1,682,500
   In kind contribution of services                                             12,000              --          12,000
   Depreciation and amortization                                               101,039         132,139         296,780
   Impairment of equipment                                                      16,200              --          16,200
   Impairment of intangible assets                                           1,118,347              --       1,118,347
  Changes in operating assets and liabilities:
   Increase in accounts payable and accrued expenses                           104,030           4,914         113,857
   Increase in accrued royalty expenses                                         99,312         115,063         310,000
                                                                           -----------     -----------     -----------
        Net Cash Used In Operating Activities                                  (96,061)       (299,187)       (436,313)
                                                                           -----------     -----------     -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Sale (purchase) of property and equipment                                         --            (820)        (34,812)
  Loss of license rights                                                            --              --        (100,000)
                                                                           -----------     -----------     -----------
        Net Cash Used In Investing Activities                                       --            (820)       (134,812)
                                                                           -----------     -----------     -----------

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

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

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

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

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
-----------------------------------------------------------------------

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

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

See accompanying notes to consolidated financial statements.

                                        6
<PAGE>

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

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                      -------------------------------------

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
-------------------------------------------------

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

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

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

See accompanying notes to consolidated financial statements.


                                        7
<PAGE>

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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2005 AND 2004

NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION

      (A) ORGANIZATION AND BASIS OF PRESENTATION

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

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


Accordingly, the financial statements include the following:


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


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


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


(B) Use of Estimates

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

                                        8
<PAGE>

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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2005 AND 2004


(C) Consolidation

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

(D) Income Taxes

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

(E) Loss Per Share

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

(F) Fair Value of Financial Instruments

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

(G) Revenue Recognition

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

                                        9
<PAGE>

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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2005 AND 2004

(H) Cash and Cash Equivalents

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

(I) Property and Equipment

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

(J) Business Segments

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

(K) Concentrations of Credit Risk

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

(L) Intangible Assets

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

(M) Research and Development

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

                                       10
<PAGE>

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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2005 AND 2004


(N) Impairment of Long-Lived Assets

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

(O) Recent Accounting Pronouncements

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

NOTE 2 PROPERTY AND EQUIPMENT

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

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

                                                                  $     1,723
                                                                  ===========


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

                                       11
<PAGE>

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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2005 AND 2004

NOTE 3 LICENSE AGREEMENT

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

Using the Black Sholes option pricing model as required by SFAS 123 with the
following assumptions: expected dividend yield 0%, volatility 1%, risk-free
interest rate of 3.28% and expected life of 7 years. The value of $ 143,238 was
recorded as intangible license rights and will be amortized over the patent life
of approximately 14 years.



Licenses at December 31, 2005 were as follows:

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


During the years ended December 31, 2005 and 2004 and the period from May 28,
2003 to December 31, 2005, the Company recorded amortization expense of $88,983,
$127,272, and $216,255, respectively. During 2005, the Company recognized a

                loss on the settlement with the license holder of $ 1,065,729.

NOTE 4 DUE TO OFFICER

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

NOTE 5 LOANS PAYABLE - RELATED PARTY

During 2005, the Company received loans payable from a related party of $49,657.
The loans are unsecured, due on demand and bear interest of 8% per annum.

NOTE 6 STOCKHOLDERS' EQUITY

(A) Common Stock Issued for Cash

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

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

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

                                       12
<PAGE>

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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2005 AND 2004

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

During 2005, the Company issued 11,097,500 shares of common stock to the
stockholders of Advanced Sports upon completion of the merger at the net asset.
(B) COMMON STOCK ISSUED FOR SERVICESDuring 2003, the Company issued 7,125,000
shares of common stock for officer compensation valued for financial accounting
purposes at $712,500 ($0.10 per share) based upon recent cash offering prices,
the initial 2500 shares issued upon formation of the corporation were purchased
for $.10 per share. During 2003, the Company issued 16,500,000 shares of common
stock for licensing rights valued for financial accounting purposes at
$1,650,000 ($0.10 per share, the price paid for the initial 2500 shares issued
upon formation of the corporation with no subsequent purchases before issuance)
based upon recent cash offering prices. During 2005, these 16,500,000 shares of
common stock were cancelled pursuant to a settlement agreement dated September
16, 2005. Under the terms of this agreement, a nontransferable warrant for
6,500,000 common shares at $ .01 per share was issuedfor the non-exclusive
rights to the technology. This warrant is exercisable between January 1, 2007
and December 31, 2014. The fair value of the warrant was estimated on the grant
date using the Black-Scholes option pricing model as required by SFAS 123 with
the following assumptions: expected dividend yield 0%, volatility 1%, risk-free
interest rate of return of 3.28% and expected life of 7 years. The value of
$143,238 was recorded as intangible license rights and will be amortized over
the patent life of approximately 14 years. During 2003, the Company issued
8,200,000 shares of common stock for consulting services valued for financial
accounting purposes at $820,000 based upon recent cash offering prices. During
2005, the Company issued 5,000,000 shares of common stock to its Chief Executive
Officer and President in recognition and consideration of his service as an
officer and director of the Company since June 2003 and his contributions to the
progress and development of the Company. For financial accounting purposes,
these shares were valued at $150,000 ($0.03 per share) based upon the fair value
of the shares on the date of grant

(C) IN KIND CONTRIBUTION

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

D) WARRANTS

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

NOTE 7 RELATED PARTY TRANSACTIONS

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

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

                                       13
<PAGE>

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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2005 AND 2004

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

During 2005, a stockholder loaned the Company $49,656 for working capital. The
loan bears interest at 8%, is unsecured and due on demand.

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

During 2005, the Company settled a dispute with a related party. The settlement
agreement called for the related party to return 16,500,000 shares of common
stock to the company and the company to give back the exclusive rights to the
patent with a new non exclusive license agreement. See Note 8. The shares were
valued on the date of settlement and the Company recorded a loss on the
settlement of $1,065,729.

NOTE 8 COMMITMENTS AND CONTINGENCIES

(A) License Agreement

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


                                       14
<PAGE>

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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2005 AND 2004


(B) Employment Agreement

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

NOTE 9 INCOME TAXES

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

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

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


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

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

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

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


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

                                       15
<PAGE>

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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2005 AND 2004

                                                     2005         2004
                                                  ----------   ----------
           Deferred tax assets:
           Net operating loss carryforward        $  210,548   $  192,921
                                                  ----------   ----------
             Total gross deferred tax assets         210,548      192,921
           Less valuation allowance                  210,548      192,921
                                                  ----------   ----------

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


At December 31, 2005, the Company had a net operating loss carryforward of
approximately $2,907,000 for U.S. Federal income tax purposes available to
offset future taxable income expiring through 2025. The net change in the
valuation allowance during the year ended December 31, 2005 was an increase of
$17,627.

NOTE 10 GOING CONCERN

As reflected in the accompanying financial statements, the Company is in the
development stage with a working capital deficiency of $277,229, a stockholders'
deficiency of $485,506 and a negative cash flow from operations of $436,313 from
inception. This raises substantial doubt about its ability to continue as a
going concern. The ability of the Company to continue as a going concern is
dependent on the Company's ability to raise additional capital and implement its
business plan. The financial statements do not include any adjustments that
might be necessary if the Company is unable to continue as a going concern.
Management is attempting to access the public markets to raise additional equity
capital to implement its business plan. . To bring our product to market we are
seeking to raise a minimum of $ 1 million during the next 12 months which we
estimate we will need. If we are unsuccessful at raising sufficient capital to
fund our operations, for whatever reason, we may be forced to seek opportunities
outside of our new corporate focus or to seek a buyer for our business or
another entity with which we could partner. Ultimately, if all of these
alternatives fail, we may be required to cease operations and seek protection
from creditors under applicable bankruptcy laws.

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

NOTE 11 SUBSEQUENT EVENT

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

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


                                       16
<PAGE>

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

                            ODYSSEY OIL AND GAS, INC.
                                  (Registrant)


          Dated: June 19, 2006


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