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

                                   FORM 10KSB
(Mark One)
  [X] Annual Report Pursuant To Section 13 Or 15(D) Of The Securities Exchange
                                   Act Of 1934

                   For the fiscal year ended December 31, 2003

              Financial Statement Information in Part F/S Included

   [ ] Transition Report Under Section 13 Or 15(D) Of The Securities Exchange
                                   Act Of 1934

                  For the transition period from _____ to _____

                        COMMISSION FILE NUMBER 000-49661

                                  FemOne, Inc.

        (Exact name of small Business Issuer as specified in its charter)

                                     Nevada
                 (State or other jurisdiction of incorporation)

                    000-49661                 88-0490890
                  ------------               --------------
           (Commission File Number) (IRS Employer Identification No.)

                         5600 Avenida Encinas, Suite 130
                             Carlsbad, CA 92008, USA

                   (Address and telephone number of principal
                    executive offices and place of business)

         Issuer's telephone number, including area code: (760) 448-2498

Securities registered under Section 12(b) of the Exchange Act: Not Applicable

Securities registered under Section 12(g) of the Exchange Act: Common Stock, par
value $0.001 per share

Check whether the issuer (1) 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. [X] Yes [ ] No

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

State issuer's revenues for its most recent fiscal year: $1,016,208

The aggregate market value of voting Common Stock held by non-affiliates of the
registrant was approximately $10,243,898, based upon the closing price of such
Common Stock on the Over-the-Counter Bulletin Board of $1.15 per share on April
12, 2004, and determined by subtracting from the total number of shares of
Common Stock issued and outstanding on that date all shares held by the
directors and executive officers of the registrant and by persons holding at
least 10% of such number of shares of Common Stock as of that date.

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date. 26,139,009 as of April 12, 2004.

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



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                                  FemOne, Inc.
                                   Form 10-KSB
                      For the Year Ended December 31, 2003


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ITEM 1.  BUSINESS..................................................................................................................3
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ITEM 2.   PROPERTIES...............................................................................................................9
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ITEM 3.  LEGAL PROCEEDINGS.........................................................................................................9
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ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.......................................................................9
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ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS...................................................................9
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ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION................................................................11
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ITEM 7. FINANCIAL STATEMENTS......................................................................................................14
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ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE......................................14
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ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT...........15
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ITEM 10. EXECUTIVE COMPENSATION...................................................................................................16
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ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT...........................................................16
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ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS...........................................................................17
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ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.........................................................................................19
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ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES...................................................................................19
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                                     PART I

                           FORWARD LOOKING STATEMENTS

This Form 10-K, the other reports, statements, and information that we have
previously filed or that we may subsequently file with the Securities and
Exchange Commission and public announcements that we have previously made or may
subsequently make may include, incorporate by reference or may incorporate by
reference certain statements that may be deemed to be "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. These forward-looking statements relate to such matters as, among other
things, our anticipated financial performance, business prospects, technological
developments, new products, future distribution or license rights, international
expansion, possible strategic alternatives, new business concepts, capital
expenditures, consumer trends and similar matters.

Forward looking statements necessarily involve known and unknown risks,
uncertainties and other factors that may cause our actual results, levels of
activity, performance, or achievements to be materially different from any
future results, levels of activity, performance, or achievement expressed or
implied by such forward-looking statements. In some cases, you can identify
forward-looking statements by terminology such as "may," "will," "should,"
"could," "intend," "expect," "anticipate," "assume", "hope", "plan," "believe,"
"seek," "estimate," "predict," "approximate," "potential," "continue", or the
negative of such terms. Statements including these words and variations of such
words, and other similar expressions, are forward-looking statements. Although
we believe that the expectations reflected in the forward-looking statements are
reasonable based upon our knowledge of our business, we cannot absolutely
predict or guarantee our future results, levels of activity, performance, or
achievements. Moreover, neither we nor any other person assumes responsibility
for the accuracy and completeness of such statements.

We note that a variety of factors could cause our actual results and experience
to differ materially from the anticipated results or other expectations
expressed in our forward-looking statements. The risks and uncertainties that
may affect the operations, performance, development and results of our business
include, but are not limited to, the following: changes in consumer spending
patterns; changes in consumer preferences and overall economic conditions; the
impact of competition and pricing; the financial condition of the suppliers and
manufacturers from whom we source our merchandise; economic and political
instability in foreign countries or restrictive actions by the governments of
foreign countries in which suppliers and manufacturers from whom we source
products are located or in which we may actually conduct or intend to expand our
business; changes in tax laws, or the laws and regulations governing direct or
network marketing organizations; our ability to hire, train and retain a
consistent supply of reliable and effective participants in our direct or
network marketing operation; general economic, business and social conditions in
the United State and in countries from which we may source products, supplies or
customers; the costs of complying with changes in applicable labor laws or
requirements, including without limitation with respect to health care; changes
in the costs of interest rates, insurance, shipping and postage, energy, fuel
and other business utilities; the reliability, longevity and performance of our
licensors and others from whom we derive intellectual property or distribution
rights in our business; the risk of non-payment by, and/or insolvency or
bankruptcy of, customers and others owing indebtedness to us; threats or acts of
terrorism or war; and strikes, work stoppages or slow downs by unions affecting
businesses which have an impact our ability to conduct our own business
operations.

Forward-looking statements that we make, or that are made by others on our
behalf with our knowledge and express permission, are based on a knowledge of
our business and the environment in which we operate, but because of the factors
listed above, actual results may differ from those in the forward-looking
statements. Consequently, these cautionary statements qualify all of the
forward-looking statements we make herein. We cannot assure the reader that the
results or developments anticipated by us will be realized or, even if
substantially realized, that those results or developments will result in the
expected consequences for us or affect us, our business or our operations in the
way we expect. We caution readers not to place undue reliance on these
forward-looking statements, which speak only as of their dates, or on any
subsequent written and oral forward-looking statements attributable to us or
persons acting on our behalf are expressly qualified in their entirety by these
cautionary statements. We do not undertake any obligation to release publicly
any revisions to such forward-looking statements to reflect events or
circumstances after the date hereof or thereof or to reflect the occurrence of
unanticipated events.

ITEM 1.  BUSINESS.

We were incorporated on March 14, 2000 under the laws of the State of Nevada as
New Paltz Capital Corp. In August 2003, Mr. Ray W. Grimm, Jr., and Mr. Alfred
Hanser entered into a Stock Purchase Agreement through which they acquired the
majority of the outstanding shares of common stock of New Paltz Capital Corp. On
October 3, 2003, our name was formally changed to FemOne, Inc. ("FemOne" or the
"Company"). At that time, we adopted the business plan of FemOne, a direct
selling organization specializing in cosmetics, skin care and nutritional
products to promote health and wellness. On October 22, 2003, we completed the
acquisition of all of the existing and outstanding shares of common stock of


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FemOne, Inc., a privately-held California corporation ("FemOne California").

FemOne California was initially incorporated in the State of California on March
15, 2002 as 2Chansis,  Inc. In July 2001 2SIS L.L.C.  (also known as 2SIS, Inc.)
was formed to become a direct selling company selling  cosmetics to college-aged
girls. On May 1, 2002, 2Chansis,  Inc. and 2 SIS L.L.C. merged together pursuant
to a general conveyance and assignment agreement. On November 8, 2002, 2Chansis,
Inc. changed its name to FemOne, Inc.

Products and Distribution

Overview

FemOne offers its customers a variety of products to promote health and wellness
through two divisions, FemOne and BioPro Technology. Our products are
distributed through a team of Independent sales representatives in the United
States, and in Canada through our affiliate FemOne/BioPro, Canada. Our products
are also available for sale through our websites on the internet (www.femone.com
and www.bioprotechnology.com).

FemOne Division

Within the FemOne Division we offer herbal nutritional products under the brand
name "FemOne", high quality skin care cosmetics through our sublicensing
agreement with Alfred Hanser, for Channoine Cosmetics, cosmetics marketed to
young women under the brand name "2SIS", and a weight management system under
the brand name LeanCHOICESTM.

FemOne Nutritional & Hormonal Balancing Products:
In late 2002 and early 2003, FemOne launched its own brand of natural
nutritional supplements targeting specific health issues of women. The product
line consists of six (6) products, including formulas specifically targeting the
market of menopausal women, addressing hormonal balance and relief of a host of
menopausal symptoms such as hot flashes and night sweats, as well as other
vitamin and mineral formulas designed for the overall health and wellness of
women. Recent media coverage of studies reported in peer review medical journals
indicate potential negative health effects from long term use of hormone
replacement therapy (HRT). We believe that these widely reported studies have
led a significant portion of the more than 50 million women in the U.S. who were
previously prescribed HRT by their doctors to seek a natural alternative, such
as the products we offer.

CHANNOINE(R) Skincare/Cosmetics Products:
In May 2002, FemOne entered into a sublicense agreement with Mr. Alfred Hanser,
an executive officer and director of FemOne, for the exclusive right to
distribute Channoine(R)1 cosmetic products through direct sales in the United
States, Canada and Mexico. The sublicense agreement is effective for five years,
and includes five consecutive options to extend the term for additional five
year periods (for a total of twenty-five more years, should we elect to exercise
each of these options) at no additional consideration. FemOne anticipates
exercising each of the available terms under this sublicense, and is amortizing
the cost over the full thirty year life of the agreement. From inception to
December 31, 2003, $10,833 of expense has been amortized relative to this
agreement. See "Certain Relationships and Related Transactions."

Channoine(R) Cosmetics is a high-end, European, personal care product line which
currently generates in revenues in excess of $100 million annually in Europe
through a well-established direct sales and marketing program. Channoine(R) has
in excess of 200 products that are highly regarded for their outstanding quality
of ingredients and packaging, and for delivery of cosmeceutical-type benefits
and affordable pricing. Because of the product's unique benefits on a cellular
level, they fit perfectly into FemOne's overall strategy of marketing and
selling products designed to protect and enhance the cellular health of our
customers. We have sublicensed the right to sell certain of these products in
the U.S., which dominates the worldwide cosmetics market with a 24% market
share. Skin care sales in the U.S. are projected to reach $7.2 billion by 2005.
It is estimated that global sales of cosmetics will reach $120 billion in 2005,
and that U.S. sales in that year will reach $29 billion. Industry research
estimates that skin care product sales alone will account for almost a quarter
of overall cosmetic sales. Our sublicense also permits us to sell ChannoineTM
products in Canada and Mexico.

2SIS Color Cosmetics Products:
Complementary to the Channoine(R) product line, we have also developed our 2SIS
product line, which targets the rapidly exploding market of cosmetics for high
school and collegiate-aged girls. Using our proprietary relationship with a
European-based cosmetic-lab, we have developed a stylish, youthful cosmetic line
designed to become the "cool brand" for this brand-conscious youth market.

LeanCHOICESTM  Weight Loss System
In January 2004, FemOne introduced its LeanCHOICESTM Weight Loss System. It
addresses a large and growing market in which, according to media reports, over
50% of the North American population is clinically obese. Our weight loss system
features advanced nutritional products that incorporate an ingredient known as
high-viscosity glucomannan, a "zero-calorie" pure fiber food that traps fat and
aids in weight loss, as well as a natural metabolism enhancing supplement and
custom recipes developed for the LeanCHOICESTM System.



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LeanCHOICESTM, Celebrity Endorsement - Jennifer O'Neill, a former actress, film
and television star, has joined forces with FemOne to actively promote our
LeanCHOICESTM program. Ms. O'Neill, who for an unprecedented 30 years has been a
Cover Girl Cosmetics spokesperson and has written and released four successful
books, is especially interested in women's health. We anticipate that as a
result of the unique and effective features of the LeanCHOICESTM Weight Loss
System, together with Ms. O'Neill's promotion of the program, it will become a
significant portion of the total revenues generated by FemOne within the next 12
months.

BioPro Technology Division

In January 2004, FemOne launched a new technology division named "BioPro
Technology". The division's first product is a revolutionary technology named
"BIOTRON"2. In February 2004, the Company acquired the exclusive multi-level
marketing distribution rights to the technology in the U.S., Canada and Mexico.
This technology, developed by a German team of researchers at Energy Transfer
Corporation, is designed to harmonize/neutralize dangerous electromagnetic
frequencies into harmless waves that can be absorbed by our bodies, and is
intended to prevent long-term health risks associated with harmful radiation.
The first practical application selected by FemOne for the multi-purpose
technology is harmonization/neutralization of the electromagnetic radiation
emitted by cellular telephones. Since the evidence that cell phone radiation
poses significant long-term health risks has been mounting over the past few
years, consumers are looking for protection from these risks. The market
potential just for this application of the technology is large, measured by the
145 million current cell phone users in North America (1.2 billion worldwide).
The Company is purchasing hand held devices that demonstrate the effectiveness
of the BIOTRON technology. This is done by measuring the energy and stress
levels of individuals using cell phones without the BIOTRON technology and
comparing it to their energy and stress levels when they use the identical
phones with the BIOTRON technology. The hand held devices show that without
BIOTRON, both energy and stress levels are clearly in unhealthy ranges within
minutes of holding a phone in their hand. With the BIOTRON Cell Chip attached,
no such shift in energy and stress response can be observed; people remain in
the healthy ranges, despite using their cell phone. FemOne plans to introduce a
variety of products incorporating the BIOTRON technology, including
EMF-Harmonization devices for televisions, personal computers, and other
electronic devices. In keeping with the Company's focus on enhancing people's
inner and outer health, the BioPro Technology Division's goal is to provide
families across North America and beyond with a variety of products designed to
protect the health and wellbeing of their families.

Competition

The nutritional supplement, cosmetic, skincare, weight management and health
technology industries are all highly competitive. FemOne has many competitors in
these areas including retail establishments specializing in these products,
department stores, and weight management establishments. FemOne believes that
the personalized customer service offered by its independent sales
representatives and the high quality of its products will assist in establishing
a competitive position. However, many of our competitors in each of these market
segments have greater financial and other resources than we do, and
better-established name recognition in their respective markets, and we may not
be able to compete effectively against these companies due to their access to
greater resources.

Promotion and Marketing

FemOne's promotion and sales development activities are directed at assisting
our Independent sales representatives to market and sell our products, through
the use of company sales brochures, product samples, product demonstrations,
motivational training sessions and frequent conference calls. We motivate our
independent sales representatives' through promotions, contests and special
incentives that reward superior sales performance. We hold periodic sales
meetings to recognize performance, introduce new products, provide sales
training and empowerment of the independent sales force.

FemOne Canada, Inc.

In May 2002, we assigned our Canadian distribution rights to all of our US
products in exchange for 38.75% of the outstanding ownership interests in FemOne
Canada, Inc., ("FemOne/BioPro Canada). In July 2003, this agreement was amended
to decrease the portion of ownership by the Company to 30%, in exchange for a
nominal amount. The agreement provides that we supply FemOne/BioPro Canada with
inventory and marketing aids at a price equal to our cost. See "Certain
Relationships and Related Transactions."

Product Liability Insurance

FemOne maintains product liability insurance in an aggregate of $1.0 million per
occurrence.

Employees

As of March 31, 2004, the Company had 10 full-time employees including Mr. Grimm
and Mr. Hanser. Of these employees,  3 serve in sales and marketing departments,
5 serve in administration and 2 in distribution.

Consultants



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From time to time, the Company engages consultants to assist in its business
operations. The Company currently has consulting agreements in place for website
services, sales management, legal services, and financial advisory services.

Bluewave Innovations

Certain of FemOne's officers were also founders and officers of Bluewave
Innovations, a direct selling company targeting sales to young adults through a
team of college-aged independent sales associates. Between November 2003 and
March 2004, Bluewave marketed certain of the same products under the 2SIS and
Channoine(R) product lines as FemOne. Our management does not believe that sales
resulting from Bluewave distracted from potential FemOne sales, as the
demographic of the sales force is young college-aged independent sales
representatives, and differs from the demographic of the independent sales
representatives' selling these products on behalf of FemOne. In March, 2004,
Bluewave Innovations' operations were abandoned.

RISK FACTORS

An investment in the Company involves a high degree of risk. In addition to
matters discussed elsewhere in this report, careful consideration should be
given to the following risk factors. This report contains certain
forward-looking statements that involve risks and uncertainties. Our actual
results could be substantially different from the results we anticipate in these
forward-looking statements because of one or more of the factors described below
and/or elsewhere in this report. If any of these risks were to actually occur,
our business, results of operations and financial condition would likely suffer
materially. Additional risks and uncertainties not presently known to us or that
we currently deem immaterial may also appear or increase in significance, and
could therefore impair our projected business results of operations and
financial condition.

                  Risks Related to Our Business

         If the number or productivity of our independent distributors does not
increase, our revenue will not increase.

         We distribute our products exclusively through independent
distributors, and we depend upon them for substantially all of our revenue. In
addition, we expect to rely on a small number of distributors for a large
portion of our revenues. As a result, to increase our revenue, our distributors
must increase in number, become more productive, or both. We cannot assure you
that our distributors will increase or maintain their current number or levels
of productivity. Our distributors may terminate their services to us at any
time, and we expect to experience turnover among our distributors from year to
year. We also cannot accurately predict how the number and productivity of our
distributors may fluctuate because we rely upon existing distributors to sponsor
and train new distributors and to motivate new and existing distributors. The
number and productivity of our distributors depends upon several additional
factors, including:

o the  emergence  of any adverse  publicity  regarding  us, our  products or our
competitors,  o the public's  perception of our products,  their ingredients and
their  ability  to perform  as  advertised,  o the  public's  perception  of our
distributors  and direct selling  businesses in general,  o general economic and
business  conditions,  in the United States and in other countries where we sell
product or source  inventories  or  technology,  and

o  fluctuations  in general
market  conditions,   labor  conditions,   currency  rates,  tariffs  and  trade
relationships  and other  factors  impacting  our ability to source and sell our
products outside of the United States.

Adverse publicity could reduce the size of our distribution force
and consequently reduce our revenue.

Adverse publicity could reduce the size of our distribution force and
consequently reduce our revenue. Specifically, we are susceptible to adverse
publicity concerning:

o  the  quality  of  our  company's  and   competitors'   products  and  product
ingredients;  o the usefulness of the technology  incorporated into the products
we sell,  and its ability to perform as  described;
o regulatory  investigation
into our company or competitors and their respective products;  and o the public
perception of direct selling businesses generally.

Distributor actions that result in adverse publicity could also harm our
business. Because our distributors are independent contractors and not
employees, we cannot provide to them the same level of direction, motivation and
oversight as we would to our employees. We may have difficulties enforcing our
policies and procedures governing our distributors because of their
independence, their large number and regulations in some countries that limit
our ability to monitor and control the sales practices of distributors or
terminate relationships with distributors.

         Intense competition and technological change may render our products
uncompetitive or obsolete.



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         We also compete with other direct selling companies for distributors.
Our business and results of operations may be harmed by market conditions and
competition in the future. Many of our competitors have much greater name
recognition and financial and other resources than we have, which may give them
a competitive advantage.

     Claims that use of our products  produces negative health effects may arise
and hurt our sales and financial condition

         We may receive consumer complaints, or allegations, that the use of our
products produced adverse health effects. These complaints, if they became the
subject of lawsuits or of widespread publicity, could seriously damage our
business.

     We have only been offering our products to the public for a limited  amount
of time  and  cannot  assure  you  that  they  will  achieve  widespread  market
acceptance.

         We began to offer our Channoine(R) skincare products to the public on
June 1, 2002, our 2SIS cosmetics products on August 10, 2002, our FemOne
nutritional products on September 28, 2002, our LeanCHOICESTM weight control
products and program on February 6, 2004, and our Biotron electromagnetic
frequency harmonization products on February 19, 2004. A decision to invest in
FemOne must consider the risks, expenses and difficulties frequently encountered
by companies that are, like us, in their early stage of development and that
depend upon new and rapidly evolving markets. In order to address these risks,
we must, among other things:

o        strengthen awareness of our  products;
o        respond to competitive developments;
o        continue to upgrade and expand our line of products; and
o        continue to attract, retain, and motivate our employees
         and independent distributors.

     We cannot be  certain  that we will be able to  successfully  address  each
these risks.


     We are a young company that has never been profitable.

     Since  incorporation  of FemOne  California  in 2002,  we have not achieved
profitability.  We have incurred  substantial  costs to build the foundations of
our  business.  From our inception to the date of this report we have retained a
deficit. We expect our operating losses and negative cash flows to continue into
the  future as we  continue  to incur  significant  expenses  in  marketing  our
products and  establishing  an inventory.  Although our revenues are increasing,
they will need to  continue  growing  substantially  in order for us to  achieve
profitability.  Due to our limited operating history, it is difficult to predict
whether we will be profitable in the future. Even if we do become profitable, we
cannot assure you that we can sustain or increase  profitability  on a quarterly
or annual basis in the future.  If our revenues grow slower than we  anticipate,
or if our  operating  expenses  exceed our  expectations  or cannot be  adjusted
accordingly, our business will be materially adversely affected.

                  Losing any of our limited suppliers or rights to sell our
products could harm our business.

         We currently acquire products and ingredients from the suppliers we
consider to be the best suppliers of our products and ingredients, and in some
cases they represent our sole source of supply. Any disruption in our
relationship with our sole suppliers could materially and adversely harm our
business.

     We may  not be able to  adequately  protect  our  proprietary  rights.  Our
products are valuable based in part on their proprietary  nature.  Our marketing
strength is also based in part upon our know-how of the direct selling industry.
Our ability to market our  products and take  advantage of our know-how  depends
upon our  ability  to  prevent  others  from  infringing  upon our  intellectual
property and other  proprietary  rights. We rely upon a combination of statutory
protections  and common law rights to  establish  and  protect  our  proprietary
rights.

     While  we  intend  to  monitor  closely  and  take  steps  to  protect  our
intellectual  property rights,  including (among other things)  obtaining signed
non-disclosure  agreements prior to disclosing confidential  information,  there
can be no  assurance  that these  rights  will  remain  protected  in any or all
markets,  or that  unauthorized  third  parties  will not gain  access  to,  and
potentially impair or destroy,  protected  intellectual  property rights. We may
not have  knowledge  of any  infringement  or violation of our rights in time to
protect them, and, even if we do, we may not have sufficient resources to engage
in protracted and expensive  litigation or other means to enforce our rights. If
any of our material  intellectual  property rights were to be infringed upon, it
could  have  a  materially  adverse  impact  upon  our  business  and  financial
condition.  Similarly, if any party were to assert that our technology infringes
upon the rights of others,  it could also have a materially  adverse impact upon
our ability to conduct our business,  and/or our  financial  condition or future
prospects, even if that assertion was ultimately found to be untrue.

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     We rely upon license and other contractual rights to operate our business.

Our business model is based upon the sale of products and technologies developed
by others and licensed to FemOne for distribution within the territories
specified, and under the terms provided in, the applicable licensing agreement.
Our ability to maintain our business, then, is dependent upon the strength of
our contracts with our licensors and other contracting parties, as well as the
financial health of these parties throughout the term of each agreement. If any
party which has licensed us a product or technology that represents a
significant part of our revenues were to violate or revoke that agreement, or
become financially insolvent or bankrupt, it could have a materially adverse
impact upon our business and financial condition.


                  Our future financial results will fluctuate significantly.

         As a result of our limited operating history, we cannot predict our
future revenues or operating results. We do, however, expect our future revenues
and operating results to fluctuate significantly.

         Our future operating expenses are expected to increase in future
periods as we intend to expand our sales and marketing operations to promote our
products and acquire distributors, expand our service capabilities and improve
our internal operating and financial systems. In addition, our operating
expenses are based on our expectations of future revenues, and are relatively
fixed in the short term. We may be unable to adjust spending quickly enough to
offset any unexpected revenue shortfall. If we have a shortfall in revenues in
relation to our expenses, or if our expenses increase before our revenues do,
then our business for a particular period would be materially adversely
affected.

         Because of all of these factors and the other risks discussed in this
section, we believe that our quarterly and annual revenues, expenses and
operating results likely will vary significantly in the future. Accordingly, you
should not rely on period-to-period comparisons of our results of operations as
an indication of our future performance.

         We require additional funds to support our business operations.

         We require additional capital in order to implement our current
business plan as contemplated in this report. FemOne intends to attempt to raise
funds during the second fiscal quarter of 2004 through the sale of equity in
private transactions to accredited investors in transactions exempt from the
registration requirements of the federal and state securities laws. If we are
unable to raise the necessary capital we require, which we estimate to be a
minimum of $500,000 and not more than $1,500,000, then we may not be able to
operate our business in the manner described in this report. Additional capital
beyond this estimated amount may also be necessary, to the extent that our
operating revenue falls below anticipated levels, or if we make acquisitions or
changes in our current business plan. There can be no assurance that FemOne will
be able to raise the funds it needs initially, or if we do that any additional
required funds will be available when needed, on terms that are acceptable to
our management or at all. Our inability to raise the funds we require, when we
require them and on terms that are reasonably acceptable to our management,
would have a materially adverse effect upon our ability to maintain and grow our
business.

         If we do raise the funds we require to grow the business, it could
result in substantial dilution to our existing shareholders.

         To the extent that we are able to identify accredited investors who
will purchase equity securities from us, it may be that the terms on which such
equity is sold will be more favorable than the price of our common stock at
market. To the extent that we are unable to sell our securities for effectively
the price at which our common stock can be bought in the public markets, then we
may be forced to sell our securities for less than their market value, which
could result in substantial dilution to our existing shareholders which is
disproportionate to the value of the funds received by us in such transaction.
There is no guarantee that additional financing will be available to us on
acceptable terms when needed, or at all.

         Our failure to effectively manage our growth could have a material
adverse effect on our business.

         We expect our business to grow rapidly. Such growth will place a
significant strain on our management systems and resources. We will need to
continue to improve our operational and financial systems and managerial
controls and procedures, and we will need to continue to expand, train and
manage our workforce. We expect that the number of our employees and
distributors will continue to increase for the foreseeable future. We will have
to maintain close coordination among our technical, accounting, finance,
marketing and sales departments.

                  If we are unable to retain key personnel or attract new
personnel, it could have a material adverse effect on our business.

         The loss of services of any of our key personnel or our inability to
successfully attract and retain qualified personnel in the future would have a


                                       8
<PAGE>

material adverse effect on our business. We do not maintain key person life
insurance on any of our employees. Our future success also depends on our
ability to attract, retain, integrate and motivate highly skilled computer
programmers and other employees.

Risks Related To Our Industry

         Laws and regulations may prohibit or severely restrict our direct sales
efforts and cause our sales and profitability to decline.

         Various government agencies in the United States and throughout the
world regulate direct sales practices. If we are unable to continue our business
in our existing markets or commence operations in new markets because of these
laws, our revenue and profitability will decline. Additionally, government
agencies and courts in the countries where we operate may use their powers and
discretion in interpreting and applying laws in a manner that limits our ability
to operate or otherwise harms our business. Also, if any governmental authority
brings a regulatory enforcement action against us that interrupts our direct
sales efforts, or which results in a significant fine or penalty assessed
against us, our business could suffer.

                  Government regulation of certain of our products may restrict
our ability to introduce or maintain these products in some markets and could
harm our business as a result.

         Our products and our related marketing and advertising efforts are
subject to extensive government regulation. We may be unable to introduce our
products in some markets if we fail to obtain needed regulatory approvals, or if
any product ingredients are prohibited. Failure to introduce or delays in
introducing our products could reduce our revenue and decrease our
profitability. Regulators also may prohibit us from making therapeutic claims
about our products even if we have research and independent studies supporting
such claims. These product claim restrictions could lower sales of some
products. Even where our products are currently marketed, the applicable
governments could change their laws, making it impossible for us to maintain
sales in those areas. Either an inability to introduce our products into new
geographic markets or our inability to continue to market and sell them in our
existing ones, would have a materially adverse effect upon our business and
financial condition.

                  Our failure to comply with government regulation of our
products and sales methods, including by our distributor network, may result in
significant penalties or claims, any of which may result in enforcement action
by the relevant regulatory agency.

         The formulation, manufacturing, packaging, labeling, advertising,
distribution and sale of our products are subject to regulation by a number of
governmental agencies. U.S. federal agencies governing aspects of our business
include (but are not limited to) the Food and Drug Administration, the Federal
Trade Commission, the Consumer Product Safety Commission, the United States
Department of Agriculture, the Department of the Treasury, and the Environmental
Protection Agency. Our products and distributor network are also subject to
state and local laws and regulations, as well as those of foreign countries in
which our products are marketed or sold. Our failure to comply with these
regulations may adversely affect our ability to continue to offer our products,
the imposition of substantial penalties, and/or result in significant claims,
any of which may result in loss or reduction of sales and adversely affect our
financial condition and the value of our common stock.

ITEM 2.   PROPERTIES.

FemOne leases two facilities in Carlsbad, California. The Company occupies 4,926
square feet located at 5600 Avenida Encinas, Suite 130 for its corporate and
executive offices. The Company's warehouse facility occupies 2,515 square feet
at 5115 Avenida Encinas, Suite H. Each lease is renewable in one or two year
terms. Our aggregate lease payments in 2003 were $114,407, and our expected
aggregate lease payments for 2004 are $115,450.

ITEM 3.  LEGAL PROCEEDINGS.

We are not a party to any legal proceedings and to our knowledge no such
proceedings are threatened or contemplated.

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

No matters were submitted to our security holders for a vote during the fourth
quarter of the year ended December 31, 2003.

PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

Description of Securities
Our shares are listed on the Over-the-Counter Bulletin Board ("OTCBB") under the
symbol "FEMO". From inception to October 9, 2003, our shares were traded under
the symbol "NPZC." On October 9, 2003 our symbol was changed to "FEMO." Our
shares of voting common stock became eligible for trading in the second calendar
quarter of 2002. Of our total issued and outstanding common stock, 8,487,000
shares are free trading, and the balance are restricted stock as that term is
used in Rule 144. Prior to September 22, 2003, there was no active market in our



                                       II-1
<PAGE>


stock.

The following table sets forth the high and low bid prices for our common stock
for the quarters from September 22, 2003 to March 31, 2004:
<TABLE>

                                                           Closing Bid             Closing Ask
                                                        High        Low         High         Low
        2003
        Third quarter (09/22/2003 - 09/30/2003)         1.47        0.00        1.55         0.00
        Fourth quarter                                  1.59        0.05        1.70         0.25

        2004
        First Quarter                                   1.51        0.51        1.55         0.62
<S>     <C>    <C>    <C>    <C>    <C>    <C>
</TABLE>

The above information was provided by the OTC Bulletin Board. The quotations
reflect inter-dealer prices without retail mark-up, mark-down or commission, and
may not represent actual transactions.

Holders of Common Stock
The number of shareholders of record of our common stock on April 12, 2004 was
approximately 117, excluding approximately 5.9 million shares of common stock
held by Cede & Co. Our management believes that we have in excess of 500
shareholders in total.

Dividends
There are no restrictions in our Articles of Incorporation or bylaws that
restrict us from declaring dividends. The Nevada Revised Statutes, however,
prohibit us from declaring dividends where, after giving effect to the
distribution of the dividend:

(A) we would not be able to pay our debts as they become due in the usual
course of business; or

(B) our total assets would be less than the sum of our total liabilities, plus
the amount that would be needed to satisfy the rights of shareholders who have
preferential rights superior to those receiving the distribution.

As of December 31, 2003 we had neither declared nor paid any cash dividends on
our capital stock, and we do not anticipate paying cash dividends in the
foreseeable future. Our current policy is to retain all earnings in order to
finance further expansion of our operations. Our board of directors will
determine future declaration and payment of dividends, if any, in light of the
then-current conditions they deem relevant and in compliance with the Nevada
Revised Statutes.

In January 2003, the FemOne California adopted a 2003 Stock Option/Stock
Issuance Plan (the "2003 Plan") providing for the right to issue to certain
officers, key employees and other persons incentive stock options and/or direct
stock grants as additional compensation for services rendered on behalf of
FemOne California. Under the 2003 Plan, stock options granted by the Board of
Directors of FemOne California vest over a period of up to five years, and
expire within ten years from the date they are granted. In January 2003, a total
of 910,795 stock options were granted to eligible persons under the 2003 Plan,
which options are exercisable at a price of five cents ($0.05) per share. Of
that amount, approximately 29% were immediately exercisable on the date they
were issued, and the remaining 71% vested equally over four years from such
date. In September 2003, another 46,575 stock options were granted under the
2003 Plan, also with an exercise price of five cents ($0.05) per share. Of that
amount, approximately 20% were immediately exercisable on the date they were
issued, and the remaining 80% vested equally over four years from such date.
Additionally, at various times throughout 2003, FemOne California granted to
employees 1,892,676 options to purchase common stock at exercise prices ranging
from five cents ($0.05) to sixty-five cents ($0.65) per share, and vesting over
five years from the dates they were issued. At December 31, 2003, there were a
total of 2,849,746 options outstanding pursuant to the 2003 Plan.

The 2003 Plan adopted by FemOne California contemplated the issuance of
securities to its employees and others who render services to it, as well as the
employees and other persons who render services to any parent or subsidiary
corporation of FemOne California. Since the merger pursuant to which we became a
public corporation, the 2003 Plan has not been adopted as a stock incentive plan
by us (as the parent corporation of FemOne California). It is our intention to
have the 2003 Plan amended and restated as the stock incentive plan of FemOne,
Inc., and to permit us to issue stock options and direct stock grants as
incentive compensation for the employees, officers, directors and other persons
rendering services to us, as well as our subsidiary corporations. To accomplish
this, we will have to put the matter to a vote of our shareholders for approval,
which we intend to do at our annual shareholders' meeting for 2004. We have
taken the position that options issued and outstanding prior to the date of our
reorganization by reverse merger became option obligations of FemOne, Inc. by
virtue of the reverse merger and consistent with the terms of the 2003 Plan.

Please refer to Note 8 in our Financial Statements, under Item 7, for additional
information about the 2003 Plan and the options issued under it.

Recent Issuances of Unregistered Securities
Between June 30, 2003 and December 31, 2003, we issued 1,025,400 unregistered
shares of our common stock as described below:

o        an aggregate of 1,000,000 shares were issued to the shareholders of
         FemOne, California in connection with the merger agreement discussed



                                       II-2
<PAGE>


above. Of these shares,  Mr. Grimm and Mr. Hanser received (in addition to their
shares  received under the Stock Purchase  Agreement  above) 431,307 and 323,356
shares,  respectively.
o 17,400 shares were issued to a consultant for services.
o 8,000 shares were issued to various  individuals  as a bonus for meeting sales
performance criteria.

We have reserved for issuance 237,000 shares of restricted common stock to be
issued to the president of FemOne/BioPro, Canada for consulting services in
2003, pursuant to the agreement with FemOne/BioPro Canada discussed above.

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

The following presentation of Management's Discussion and Analysis should be
read in conjunction with the financial statements and notes thereto included in
Item 7 of this Annual Report on Form 10-KSB. Except for the historical
information contained herein, the discussion in this report contains certain
forward-looking statements that involve risk and uncertainties, such as
statements of FemOne's business plans, objectives, expectations and intentions
as of the date of this filing. The cautionary statements about reliance on
forward-looking statements made earlier in this document should be read as being
applicable to all related forward-looking statements wherever they appear in
this report. Our actual results could differ materially from those discussed
here. Factors that could cause differences include, among the other referenced
in this report, those discussed under the heading "Risk Factors" earlier in this
document.

         Overview

FemOne, Inc. is an early stage company which markets, sells and distributes a
variety of products designed to provide consumers with items that protect and
enhance their health and wellness, including at the cellular level. We have two
operating divisions within our company: the FemOne Division and the BioPro
Technology Division. The FemOne Division currently markets and sells cosmetic
products under the brand names Channoine(R) and 2SIS, natural nutritional and
hormonal balancing products under the brand name FemOne, and a weight loss
system under the brand name LeanCHOICESTM. The BioPro Technology Division
markets and sells products which incorporate a revolutionary technology known as
BioTron that is intended to prevent long-term health risks associated with
exposure to harmful radiation by harmonizing and neutralizing dangerous
electromagnetic frequencies into harmless waves that can be absorbed by the body
without material risk. The first product which we are marketing using BioTron
technology is a cell chip which, when affixed to cellular telephones, is
designed to harmonize and neutralize the harmful electromagnetic radiation which
such telephones may emit. All of our products are sold and marketed under
agreements with their respective inventors or suppliers, which permit us to
market, sell and distribute these products throughout North America. We are
developing our own branding and marketing campaigns for the technologies and
products which we license, and a substantial amount of the value which we
believe we can create in FemOne is related to the exploitation of our
intellectual property and other proprietary rights. As we grow, we anticipate
adding additional product lines to our existing operating divisions, as well as
potentially adding new divisions through future product line expansion and/or
acquisition.

RESULTS OF OPERATIONS

Results of operations for the years ended December 31, 2003 and 2002 include
revenues and related expenses for the Company's products under the FemOne
Division including the products branded FemOne, Channoine(R) and 2SIS. There are
no profits or expenses attributable for products branded LeanCHOICESTM and
products offered in our BioPro Technology Division as they were launched in
2004.

REVENUES
         Net Sales for the year ended December 31, 2003 increased to $1,016,208
from $300,341 for the year ended December 31, 2002. Included in net sales for
2003 are sales to our Canadian subsidiary and a related party of $55,910
representing a pass-through of inventories at cost. Our revenues for 2003 in the
FemOne Division were comprised of the following:

|X| 69% from sales of FemOne nutritional supplements; (increase of 39% from
2002) |X| 24% from sales of Channoine(R) cosmetic products; (decrease of 31%
from 2002) |X| 7% from sales of 2SIS cosmetic products (decrease of 8% from
2002)

         During 2003, approximately $29,364 of our revenues were generated from
the sale of inventory to Bluewave Innovations, which abandoned its operations in
the first quarter of 2004.

COST OF SALES
         Cost of sales for the year ended December 31, 2003 increased to
$335,882 from $88,636 for the year ended December 31, 2002. The overall increase
in cost of sales is attributable to our increase in net sales.

                                       II-3
<PAGE>

GROSS PROFITS
         Gross profits for the year ended December 31, 2003 increased to
$680,326 from $211,705 for the year ended December 31, 2002. The overall
increase in gross profits of approximately 221% is directly attributable to the
overall increase in net sales in 2003. We attribute these results to an increase
in our marketing efforts, the availability of new products and expansion of our


                                       11
<PAGE>

team of independent sales representatives responsible for selling our products.

EXPENSES
         Total expenses for the year ended December 31, 2003 increased to
$2,000,590 from $1,071,040 from the year ended December 31, 2002. The overall
increase in expenses of approximately 87% over the prior year is discussed below
in the analysis of Order Fulfillment Costs, Sales and Marketing Expenses, and
General and Administrative Expenses:

Order Fulfillment Costs
         Order fulfillment costs for the year ended December 31, 2003 increased
to $551,548 from $174,545 for the year ended December 31, 2002, an increase of
approximately 216% over the prior year. The overall increase is directly
attributable to increased sales activities and the related costs that are
captured in the order fulfillment area. These costs include commissions paid to
independent sales representatives, costs of shipping and costs of processing
credit card transactions.

Sales and Marketing Expenses
         Sales and marketing expenses for the year ended December 31, 2003
increased to $706,351 from $442,503 for the year ended December 31, 2002. The
overall increase (of approximately 60%) in sales and marketing expenses between
the years ended 2002 and 2003 represents our efforts to build our website, as
well as operations to support our outside independent sales force. The year
ended 2003 includes a full year of compensation to our employees and consultants
for their services, which amounted to approximately $454,000 in the aggregate.
Also, included in total sales and marketing expenses for 2003 are non-cash
expenses of $118,500 attributable to compensation paid in stock to the president
of our Canadian subsidiary for his sales and marketing efforts during such year,
$17,748 of compensation for consulting services paid in stock, and $6,400
attributed to compensation expense to certain independent sales representatives
for bonus paid in stock for meeting sales targets.

General and Administrative Expenses
         General and administrative expenses for the year ended December 31,
2003 increased to $742,691 from $453,992 for the year ended December 31, 2002.
The overall increase in expenses between the years ended 2002 and 2003 is
representative of the Company's growth in 2003 in its start-up phase, and
represented an increase of approximately 64% over the prior year. The year ended
2003 includes a full year of compensation expense to our executive officers and
administrative staff and increased professional fees.

Other Income and Expense
         Other income and expense for the year ended December 31, 2003 increased
net expenses of $83,076 from net income of $5,914 from the year ended December
31, 2002. Included in other income and expense are net losses recorded in
connection with our equity investment in FemOne/BioPro Canada of $41,086 (which
decreased by $16,246 in 2003), interest expense of $34,997 (which increased by
$11,887 in 2003 due to higher outstanding loans payable during that fiscal
year), and other expenses of $6,993.

NET LOSS
         Net loss for the year ended December 31, 2003 increased to $1,403,340
from $853,421 from the year ended December 31, 2002. The overall increase in net
loss of approximately 64% from 2002 is due primarily to the overall increase in
expenses we experienced during that fiscal year and was partially offset by the
gross profit we generated during the same period.

LIQUIDITY AND FINANCIAL CONDITION

As of December 31, 2003, our cash reserves are not sufficient to cover our
working capital deficit of $244,730. These factors have contributed to
uncertainty about our ability to continue as a going concern. The ability of
FemOne to continue as a going concern is dependent upon our success in obtaining
adequate capital. If we are unable to raise funds through contemplated sales of
our equity securities in private transactions exempt from registration under
applicable federal and state securities laws, we could be forced to cease
operations. In order to continue as a going concern, develop and grow our
customer base and revenues, and achieve a profitable level of operations, we
will need, among other things, additional capital resources. Management's plans
to obtain such resources for FemOne include (1) raising additional capital
through sales of common stock, the proceeds of which would be used to improve
the marketing effort of all of our product lines; and (2) preserving our cash
resources by attracting and retaining employees and supplementing their pay with
incentive stock options. In addition, our majority stockholders have committed
to fund our expected shortfalls, if necessary, for a certain period to attain


                                       II-4
<PAGE>

our goals. This has been demonstrated in the past as evidenced by stockholder
notes and deferred salaries described in the footnotes to audited financial
statements contained elsewhere in this report.





                                       II-5
<PAGE>




ITEM 7. FINANCIAL STATEMENTS


The following documents form part of the report on the Financial Statements:


                                                                            PAGE


Independent Auditors'Report                                                  F-1
Independent Auditors'Report                                                  F-2
Consolidated Balance Sheet                                                   F-3
Consolidated Statements of Operations                                        F-4
Consolidated Statement of Stockholders' (Deficit)                            F-5
Consolidated Statements of Cash Flows                                        F-6
Notes to Consolidated Financial Statements                                   F-7


                                       II-6
<PAGE>

                          INDEPENDENT AUDITORS' REPORT


To the Board of Directors and Stockholders
FemOne, Inc. (dba 2Sis and Channoine)
Carlsbad, California

We have audited the balance sheet of FemOne, Inc. (the Company) as of December
31, 2002,  and the related  statements of operations,  stockholders'  equity and
cash flows for the year ended December 31, 2002. These financial  statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards  generally accepted
in the  United  States of  America.  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  audit  provides  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial  position of FemOne,  Inc. at December 31,
2002,  and the results of its  operations  and its cash flows for the year ended
December 31, 2002, 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  described  in Note 11 to the
financial statements, the Company has suffered recurring losses from operations,
has limited  capital  resources  and has a high debt  leverage  position. These
conditions raise  substantial doubt about the Company's ability to continue as a
going concern.  Management's plans in regard to these matters are also described
in Note 11. The financial  statements do not include any adjustments  that might
result from the outcome of this uncertainty.




San Diego, California                              PKF
March 4, 2003                                      Certified Public Accountants
                                                   A Professional Corporation

                                       F-1
<PAGE>




                          Independent Auditors' Report


Board of Directors and Stockholders
FemOne, Inc.

We have audited the  accompanying  balance sheet of FemOne,  Inc. as of December
31,  2003,  and the  related  statements  of  operations,  stockholders'  equity
(deficit),  and cash flows for the year then ended.  These financial  statements
are the  responsibility of the Company's  management.  Our  responsibility is to
express  an  opinion  on these  financial  statements  based on our  audit.  The
financial  statements  of FemOne,  Inc. as of December  31, 2002 were audited by
other auditors  whose report,  dated March 4, 2003 (except for Note 11 for which
the  date is  March  21,  2003)  on those  statements  included  an  explanatory
paragraph  that raised doubt about the Company's  ability to continue as a going
concern described in Note 10 to the financial statements.

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

In our opinion,  the 2003 financial statements referred to above present fairly,
in all material respects,  the financial position of FemOne, Inc. as of December
31, 2003, and the results of its operations and its cash flows for the year then
ended 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 11 to the
financial statements,  the Company has suffered recurring losses from operations
and a net capital  deficiency that raise  substantial doubt about its ability to
continue as a going concern.  Management's  plans in regard to these matters are
also  described  in  Note  11.  The  financial  statements  do not  include  any
adjustments that might result from the outcome of this uncertainty.



PETERSON & CO., LLP

April 12, 2004
San Diego, California


                                       F-2
<PAGE>




                                  FemOne, Inc.
                                 Balance Sheets
                        As of December 31, 2003 and 2002

<TABLE>

                                                                             2003                       2002
                                                                     ----------------------     ----------------------

ASSETS
   Current assets
     Cash                                                                    $       1,820              $         918
     Accounts receivable, net of allowance for doubtful
         accounts in the amount of $0                                               10,687                          -
     Inventory                                                                     406,138                    405,679
     Prepaid and other current assets                                               10,578                      9,638
                                                                     ----------------------     ----------------------

         Total current assets                                                      429,223                    416,235

   Property and equipment
     Computer and office equipment                                                  17,458                     12,726
     Furniture and fixtures                                                          7,412                      5,500
     Leasehold improvements                                                          4,171                      2,594
     Software                                                                       41,250                          -
                                                                     ----------------------     ----------------------

                                                                                    70,291                     20,820
         Less: Accumulated depreciation                                           (13,949)                    (3,420)
                                                                     ----------------------     ----------------------

         Property and equipment, net                                                56,342                     17,400

   Other assets
     Sublicense agreement, net                                                     184,167                    190,667
     Website development, net                                                       31,201                     35,037
     Investment in affiliate                                                             -                     41,085
     Deposits                                                                        4,439                      2,400
                                                                     ----------------------     ----------------------

         Total other assets                                                        219,807                    269,189
                                                                     ----------------------     ----------------------

              Total assets                                                  $      705,372             $      702,824
                                                                     ======================     ======================
<S>     <C>    <C>    <C>    <C>    <C>    <C>
</TABLE>

                                       F-3
<PAGE>

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
<TABLE>

   Current liabilities
     Accounts payable                                                       $      167,451             $      215,726
     Accrued liabilities                                                            93,820                     17,968
     Accrued commissions                                                            37,467                     19,419
     Accrued payroll and payroll tax                                                14,237                      6,928
     Customer deposits - related party                                                   -                      8,229
     Deferred compensation                                                         279,584                    134,099
     Notes payable                                                                       -                    185,864
     Notes payable - related parties                                                81,394                     49,616
                                                                     ----------------------     ----------------------

         Total current liabilities                                                 673,953                    637,849
   Long-term liabilities
     Notes payable - related party                                                 360,025                    496,526
                                                                     ----------------------     ----------------------

         Total liabilities                                                       1,033,978                  1,134,375

   Stockholders' equity (deficit)
     Common stock, 100,000,000 common shares
         authorized, no par value, 8,612,800
         shares issued and outstanding                                                   -                    466,667
     Common Stock, 75,000,000 common shares
         authorized, $0.001 par value, 26,139,009
         shares issued and outstanding                                              26,140                          -
     Additional paid in capital                                                  1,828,312                          -
     Common stock subscribed, 237,000 shares                                       118,500                          -
     Accumulated deficit                                                       (2,301,558)                  (898,218)
                                                                     ----------------------     ----------------------

         Total stockholders' equity (deficit)                                    (328,606)                  (431,551)
                                                                     ----------------------     ----------------------



             Total liabilities and stockholders' equity                     $      705,372             $      702,824
(deficit)
<S>     <C>    <C>    <C>    <C>    <C>    <C>
</TABLE>

    The accompanying notes are an integral part of these financial statements

                                       F-4
<PAGE>


                                  FemOne, Inc.
                            Statements of Operations
                 For the Years Ended December 31, 2003 and 2002

<TABLE>
                                                                               2003
                                                                                                          2002
                                                                       ----------------------    -----------------------

      REVENUES
            Product sales                                                    $     1,016,208             $      300,341
            Cost of sales                                                            335,882                     88,636
                                                                       ----------------------    -----------------------
                                                                        ----------------------    -----------------------
      GROSS PROFIT                                                                   680,326                    211,705

      EXPENSES
            Order fulfillment costs                                                  551,548                    174,545
            Sales and marketing                                                      706,351                    442,503
            General and administrative                                               742,691                    453,992
                                                                       ----------------------    -----------------------

               Total operating expenses                                            2,000,590                  1,071,040
                                                                       ----------------------    -----------------------

      NET LOSS FROM OPERATIONS                                                   (1,320,264)                  (859,335)
                                                                       ----------------------    -----------------------

      OTHER INCOME (EXPENSES)
            Other income                                                                   -                     13,559
            Gain on exchange of assets for equity
               investment in affiliate                                                     -                     72,050
            Equity in net loss of affiliate                                         (41,086)                   (57,332)
            Interest and finance charges                                            (34,997)                   (22,363)
            Other expenses                                                           (6,993)                          -
                                                                       ----------------------    -----------------------

               Total other income (expenses)                                        (83,076)                      5,914
                                                                       ----------------------    -----------------------


      LOSS BEFORE PROVISION FOR INCOME TAXES                                     (1,403,340)                  (853,421)

      PROVISION FOR INCOME TAXES                                                          -                         -
                                                                       ----------------------    -----------------------

      NET LOSS                                                              $    (1,403,340)            $     (853,421)
                                                                       ======================    =======================


      NET LOSS PER COMMON SHARE - Basic and Diluted                           $       (0.08)             $       (0.18)
                                                                       ======================    =======================


      WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING- Basic
      and Diluted                                                                 17,375,905                  4,639,663
                                                                       ======================    =======================
<S>     <C>    <C>    <C>    <C>    <C>    <C>
</TABLE>
    The accompanying notes are an integral part of these financial statements



                                       F-5
<PAGE>


                                  FemOne, Inc.
                  Statements of Stockholders' Equity (Deficit)

<TABLE>
                                                                                               Retained
                                                                           Additional          Earnings
                                            Number          Common           Paid in          Accumulated
                                           Of Shares         Stock           Capital           (Deficit)              Total
  Balance, December 31, 2001                   -               -
                                                                            $    48,000        $   (44,797)           $   3,203

Issuance of common stock in
connection        with sublicense           3,998,800        216,667                                                    216,667
agreement
Issuance of common stock                    4,614,000        250,000           (48,000)                                 202,000
Net loss                                                                                          (922,857)           (922,857)
   Balance as originally reported,
December 31, 2002                           8,612,800        466,667                  -           (967,654)           (500,987)
Prior period adjustment to correct
  equity investment in affiliate                                                                     69,436              69,436
  Balance as restated,
December 31, 2002                           8,612,800        466,667                  -           (898,218)           (431,551)
Issuance of common stock in exchange
   for loan forgiveness                       719,784         39,000                                                     39,000
Issuance of common stock from
   private financing, net of
   issuance costs of $82,800                2,733,966      1,209,057                                                  1,209,057
Issuance of common stock from
   conversion of convertible notes
   and accrued interest                       300,000        156,361                                                    156,361
Shares acquired in merger transaction      34,699,774         34,700           (92,772)                                (58,072)
Shares retired in merger transaction      (9,586,165)        (9,586)              9,586                                       -
Shares retired in merger transaction      (12,366,550)     (1,871,084)        1,871,084                                       -
Shares issued in merger transaction         1,000,000          1,000            (1,000)                                       -
Compensation expense for shares
   subscribed                                                                   118,500                                 118,500
Issuance of shares for compensation            17,400             17             17,731                                  17,748
Issuance of shares for compensation             8,000              8              6,392                                   6,400
Compensation expense for issuance of
   stock options                                                                 17,291                                  17,291
Net loss                                                                                        (1,403,340)         (1,403,340)

Balance, December 31, 2003                 26,139,009      $               $  1,946,812      $  (2,301,558)         $ (328,606)
                                                              26,140
<S>     <C>    <C>    <C>    <C>    <C>    <C>
</TABLE>
The accompanying notes are an integral part of these financial statements

                                       F-6
<PAGE>


                                  FemOne, Inc.
                      Consolidated Statements of Cash Flows
                 For the Years ended December 31, 2003 and 2002
<TABLE>

                                                                                                         2002
                                                                               2003
                                                                      -----------------------    ----------------------
                                                                      ----------------------    ----------------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss                                                                    $    (1,403,340)     $           (853,421)
Adjustment to reconcile net loss to net cash used in operating
activities:
     Depreciation and amortization expense                                            30,587                    14,761
     Equity in net loss of affiliate                                                  41,085                    57,332
     Interest                                                                          6,361                         -
     Options issued as compensation                                                   17,291                         -
     Stock-based compensation                                                        142,648                         -
     Gain on exchange of assets for equity investment in
affiliate                                                                                  -                  (72,050)
Increase (decrease) in cash resulting from changes in:
   Accounts receivable                                                              (10,687)
   Inventory                                                                        (34,427)                 (387,663)
   Prepaid expenses                                                                    (940)                   (3,019)
   Deposits                                                                          (2,039)                   (2,400)
   Accounts payable                                                                 (28,392)                   183,812
   Accrued payroll and payroll related expenses                                       25,357                     5,470
   Customer deposits - related party                                                       -                    11,348
   Allowance for sales returns                                                             -                     4,300
   Deferred compensation and accrued expenses                                        221,339                   165,525
                                                                      -----------------------    ----------------------
                                                                      ----------------------    ----------------------
      Net cash used in operating activities                                        (995,157)                 (876,005)
                                                                      -----------------------    ----------------------

CASH FLOWS FROM INVESTING ACTIVITIES
   Purchases of property and equipment                                              (49,471)                  (20,819)
   Website development                                                               (9,722)                  (46,746)
                                                                      -----------------------    ----------------------
                                                                      ----------------------    ----------------------
      Net cash used in investing activities                                         (59,193)                  (67,565)
                                                                      -----------------------    ----------------------

CASH FLOWS FROM FINANCING ACTIVITIES
   Cash overdraft                                                                   (28,498)                    28,498
   Net proceeds from issuance of common stock                                      1,209,057                   202,000
   Proceeds from notes payable, related parties                                      526,558                   528,126
   Repayment of notes payable                                                      (651,865)                  (14,136)
   Proceeds from notes payable                                                                                 200,000
                                                                      ----------------------    ----------------------
      Net cash provided by financing activities                                    1,055,252                   944,488
                                                                      -----------------------    ----------------------
      Net increase in cash                                                               902                       918

Cash and cash equivalents at beginning of year                                           918                         -
                                                                      -----------------------    ----------------------
                                                                      ----------------------    ----------------------
Cash and cash equivalents at end of year                                       $       1,820     $
                                                                                                              918
                                                                      =======================    ======================
                                                                      ======================    ======================

SUPPLEMENTAL DISCLOSURES
   Interest Paid                                                      $ -                        $7,364
   Income Taxes Paid                                                  $                          $-

NON-CASH INVESTING AND FINANCING ACTIVITIES
   Shares issued in exchange for related party loan                   $39,000
   Shares issued for convertible note                                 $150,000
   Inventory exchanged for related party loan                         $33,967                    $18,016
   Obtained sublicense agreement through the issuance of common                                  $216,667
   stock
   Exchange of assets for equity investment in affiliate                                         $144,000
<S>     <C>    <C>    <C>    <C>    <C>    <C>
</TABLE>

    The accompanying notes are an integral part of these financial statements




                                       F-7
<PAGE>


                                  FemOne, Inc.
                        Notes to the Financial Statements


NOTE 1.  ORGANIZATION AND BUSINESS COMBINATION

FemOne,  Inc., (the California  Corporation)  was initially  incorporated in the
State of California on March 15, 2003 as 2Chansis,  Inc. In July 2001,  2SIS LLC
(also known as 2SIS, Inc.) was formed to become a direct selling company selling
cosmetics to college  aged girls.  On May 1, 2002,  2Chansis,  Inc. and 2SIS LLC
merged together pursuant to a general  conveyance and assignment  agreement.  On
November 8, 2002, 2Chansis, Inc. changed its name to FemOne.

In August 2003, Mr. Ray W. Grimm, Jr. and Mr. Alfred Hanser entered into a Stock
Purchase  Agreement  through which they acquired the majority of the outstanding
shares of common stock of New Paltz Capital  Corp.,  which was  incorporated  on
March 14,  2000 under the laws of the State of Nevada On  October  3, 2003,  New
Paltz Capital Corp.  formally  changed its name to FemOne,  Inc. (the Company)
and adopted the  business  plan of the  California  Corporation  abandoning  its
previous business plan as a mineral  exploration  company.  On October 22, 2003,
FemOne, the California Corporation,  exchanged all of its 12,366,550 outstanding
shares of common stock for  1,000,000  shares of New Paltz  Capital  Corp.,  now
named FemOne,  Inc. This exchange of shares has been  accounted for as a reverse
merger,  under the  purchase  method of  accounting.  The  combination  has been
recorded as a recapitalization  of the stockholders  equity.  FemOne, Inc. is a
producer  and  distributor  of  various  lines  of  cosmetics,   skin  care  and
nutritional products in the United States and Canada.

During  2003,  FemOne,  Inc.  had  three  product  lines,  nutritional  products
(FemOne),  skincare and cosmetics (Channoine),  and cosmetics (2SIS). In January
2004, under the FemOne division,  the Company introduced its Lean Choices Weight
Management   System.  In  February  2004,  the  Company  introduced  its  BioPro
Technology division,  carrying a line of products that are designed to harmonize
and neutralize  electromagnetic  frequencies.  The first product introduced is a
product  to  harmonize/neutralize  electromagnetic  radiation  emitted  by  cell
phones.

NOTE 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of  Presentation  The Company  uses the equity  method of  accounting  for
investments in affiliates, which are owned 50% or less.

Cash and Cash Equivalents Cash and cash equivalents include  short-term,  highly
liquid  investments  that are convertible to known amounts of cash and are of an
original maturity of three months or less.

Revenue Recognition Revenue is recognized when products are shipped, the sale is
fixed and determinable, and collection is reasonably assured.

Shipping and Handling Costs Shipping and handling costs for purchased  goods are
included in cost of sales, however,  shipping and handling costs associated with
customer  orders  are not  included  in cost of goods  sold but have been  shown
separately in the income statement as order fulfillment costs.




                                       F-8
<PAGE>

                                  FemOne, Inc.
                        Notes to the Financial Statements


NOTE 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Advertising
Advertising costs are charged to expense as incurred.

Inventory  Inventories  consist of finished goods and are valued at the lower of
cost or market, on the first-in, first-out method.

Property  and  Equipment  Property  and  equipment  are  recorded at cost,  less
depreciation and  amortization.  Depreciation is primarily  accounted for on the
straight-line  method based on estimated useful lives, ranging between three and
seven years. Leasehold improvements are amortized over the shorter of the useful
life of the asset or the lease  term.  Maintenance  and  repairs  are charged to
expense as  incurred,  additions  and  betterments  which extend the life of the
asset are capitalized. Depreciation expense was $10,529 and $3,420 for the years
ended December 31, 2003 and 2002, respectively.

Intangible Assets Other assets include  intangibles such as website  development
and a sublicense  agreement.  In June 2001, the Financial  Accounting  Standards
Board (FASB) issued SFAS No. 142, Goodwill and Other Intangible  Assets.  SFAS
No. 142 establishes  guidelines for accounting for goodwill and other intangible
assets.  Goodwill and certain  intangibles  with indefinite  useful lives are no
longer  amortized  but instead are assessed for  impairment  at least  annually.
Other intangible assets are recorded at historical cost less amortization on the
straight line method based on estimated  useful lives.  Periods of  amortization
are evaluated  continually to determine  whether later events and  circumstances
warrant revised estimated useful lives.

Impairment of Long-lived  Assets Long-lived assets and intangible assets subject
to  amortization  are reviewed for  impairment in accordance  with SFAS No. 121,
Impairment  of  Long-Lived  Assets and  Long-Lived  Assets to Be Disposed Of. In
accordance with SFAS No. 121, an impairment  loss is recognized  whenever events
or changes in  circumstances  indicate that the carrying amount of the asset may
not be  recovered,  based upon an estimate of future cash flows.  An  impairment
loss is then  recognized  whenever the carrying  amount of the asset exceeds its
fair value. After an impairment loss is recognized, the adjusted carrying amount
of the asset becomes its new basis.

Income Taxes The Company uses the asset and  liability  method as  identified in
Statement of Financial  Accounting  Standards ("SFAS") No. 109,  "Accounting for
Income Taxes".

Stock Based  Compensation The Company measures  compensation  expense related to
the grant of stock  options and  stock-based  awards to employees in  accordance
with the provisions of Accounting Principles Board (APB) Opinion No. 25, under
which  compensation  expense,  if any, is determined  using the intrinsic  value
method which is generally based on the difference  between the exercise price of
an option,  or the amount paid for the award and the market  price or fair value
of  the  underlying  common  stock  at  the  date  of  the  award.   Stock-based
compensation arrangements involving non-


                                       F-9
<PAGE>

                                  FemOne, Inc.
                        Notes to the Financial Statements

NOTE 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Stock Based Compensation (Continued)

employees  are  accounted  for under SFAS No. 123  "Accounting  for  Stock-Based
Compensation," under which such arrangements are accounted for based on the fair
value of the option or award.

The Company adopted the disclosure requirements of SFAS No. 148, "Accounting for
Stock-Based  Compensation - Transition and Disclosure," an amendment of SFAS No.
123 as of January 1, 2003, which require certain  disclosures  about stock-based
employee compensation plans.

Those  disclosures  include a tabular  format of  proforma  net income  and,  if
applicable,  earnings  per share  under the fair value  method if the  intrinsic
value method is used in any period presented. Pro forma information in a tabular
format is also  required in the notes to interim  financial  information  if the
intrinsic value method is used in any period presented. The adoption of SFAS No.
148 did not  have a  material  impact  to  these  financial  statements  and the
disclosures required are included below.

Fair Values of Financial Instruments Statement of Financial Accounting Standards
No.  107,  Disclosures  about  Fair  Value of  Financial  Instruments,  requires
disclosure of fair value information about financial instruments, whether or not
recognized  in the balance  sheet.  In cases where quoted  market prices are not
available,  fair  values are based on  estimates  using  present  value or other
valuation  techniques.  Those  techniques  are  significantly  affected  by  the
assumptions  used,  including  the  discount  rate and  estimates of future cash
flows. In that regard,  the derived fair value estimates cannot be substantiated
by comparison to independent  markets and, in many cases,  could not be realized
in immediate  settlement of the instruments.  Statement No. 107 excludes certain
financial  instruments  and all  nonfinancial  instruments  from its  disclosure
requirements

The following  methods and  assumptions  were used to estimate the fair value of
each class of financial instrument:

Cash and cash  equivalents:  The carrying  amounts reported in the balance sheet
for cash and cash equivalents approximates their fair value.

Accounts  receivable and accounts payable:  The carrying amounts reported in the
balance sheet for accounts receivable and accounts payable approximates the fair
value of those assets and liabilities.

Short-term  and  long-term  obligations:  The carrying  amounts of notes payable
approximates the fair value of those obligations.

Accrued  interest  receivable  and accrued  expenses:  The  carrying  amounts of
accrued interest and accrued expenses approximate their fair value.



                                       F-10
<PAGE>

                                  FemOne, Inc.
                        Notes to the Financial Statements

NOTE 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Basic and Diluted  Earnings  (Loss) Per Common Share In accordance with SFAS No.
128,  "Earnings Per Share",  basic  earnings  (loss) per share is computed based
upon the weighted average number of common shares outstanding during the period.
The  Company has  presented  only basic  earnings  (loss) per share as it had no
dilutive potential common shares outstanding.

Related  party  transactions  A related  party is  generally  defined as (i) any
person that holds 10% or more of the Company's  securities  and their  immediate
families,  (ii) the Company's  management,  (iii) someone directly or indirectly
controls,  is controlled by or is under common control with the Company, or (iv)
anyone who can significantly  influence the financial and operating decisions of
the Company. A transaction is considered to be a related party transaction where
there is a transfer of resources or obligations between related parties.

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

Reclassifications  Certain  amounts in the 2002 financial  statements  have been
reclassified to conform to the 2003 presentation.

Recent  Accounting  Pronouncements  In June 2002 the FASB  issued  SFAS No. 146,
Accounting for Costs  Associated  with Exit or Disposal  Activities  (SFAS 146),
which  addresses  financial  accounting and reporting for costs  associated with
exit or disposal  activities and nullifies Emerging Issues Task Force (EITF) No.
94-3, Liability  Recognition for Certain Employee termination Benefits and Other
Costs to Exit an Activity  (including Certain Costs Incurred in a Restructuring)
(EITF 94-3).  SFAS 146 requires that a liability for a cost  associated  with an
exit or disposal activity be recognized and measured initially at the fair value
only when the  liability is incurred.  Under EITF 94-3, a liability  for an exit
cost was recognized at the date of an entity's  commitment to an exit plan. SFAS
146 is  effective  for exit and disposal  activities  that are  initiated  after
December 31, 2002, with no effect on charges  recorded for exit activities begun
prior to 2003. The adoption of this statement did not have a material  effect on
the Company's financial position or results of operations.

In January 2003 the FASB issued Interpretation No. 46, Consolidation of Variable
Interest Entities, an interpretation of Accounting Research Bulletin No. 51 (the
Interpretation).  The  Interpretation  requires  the  consolidation  of variable
interest entities in which an enterprise is the primary beneficiary. The primary
beneficiary  absorbs a majority  of the  entity's  expected  losses,  receives a
majority of the entity's  expected  residual  returns,  or both,  as a result of
ownership,  contractual or other  financial  interest in the entity.  Currently,
entities are  generally  consolidated  by an  enterprise  that has a controlling
financial  interest  through  ownership  of a majority  voting  interest  in the
entity. In December 2003, the FASB issued a revised  Interpretation  that, among
other  things,  deferred the  implementation  date of the  Interpretation  until
periods ending after March 15, 2004 for variable interest  entities,  other than
those entities  commonly  referred to as special purpose  entities.  The Company
does not currently  maintain any  relationships  with variable interest entities
and, therefore, does not expect the adoption of FIN 46 to have a material effect
on the Company's financial position or results of operations.

                                       F-11
<PAGE>

                                  FemOne, Inc.
                        Notes to the Financial Statements

NOTE 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Recent Accounting Pronouncements (Continued)

In May 2003 the FASB  issued  SFAS No. 150,  "Accounting  for Certain  Financial
Instruments with  Characteristics  of Both Liabilities and Equity" ("SFAS 150").
SFAS 150 establishes standards for how an issuer classifies and measures certain
financial  instruments with  characteristics  of both liabilities and equity. It
requires that an issuer classify a financial instrument that is within its scope
as a liability (or an asset in some  circumstances).  SFAS 150 does not apply to
features  embedded in a financial  instrument  that is not a  derivative  in its
entirety.

SFAS 150 is effective for financial  instruments  entered into or modified after
May 31, 2003 and  otherwise  was effective at the beginning of the first interim
period beginning after June 15, 2003. For existing financial instruments created
before the  effective  date,  any impact upon the  adoption of SFAS 150 shall be
reported as a  cumulative  effect of a change in an  accounting  principle.  The
initial  adoption  of SFAS 150 did not have a material  impact on the  Company's
financial position, results of operations or cash flows.

NOTE 3.  AGREEMENT AND PLAN OF REORGANIZATION

On September  19, 2003,  the Company  entered into a letter of intent to acquire
all of the issued and outstanding capital stock of FemOne,  Inc., the California
Corporation.  At the same time,  the Company  abandoned  its business  plan as a
mineral  exploration  company and adopted the business  plan of FemOne,  Inc. On
October 3, 2003 the Company formally changed its name to FemOne, Inc.

On October 22, 2003, the Company consummated an acquisition  contract to acquire
all of the existing and outstanding shares of common stock of FemOne,  Inc., the
California  Corporation in exchange for 1,000,000  shares of common stock of the
Company in a tax-free  reorganization under Section 368(a)(1)(B) of the Internal
Revenue Code of 1986, as amended,  and related  sections;  and that qualify as a
transaction in securities  exempt from  registration or qualification  under the
Securities  Act of 1933,  as  amended  (the  "Act")  and  under  the  applicable
securities laws of each state or  jurisdiction  where the  shareholders  reside.
This exchange of shares has been  accounted for as a reverse  merger,  under the
purchase  method  of  accounting.   The  combination  has  been  recorded  as  a
recapitalization of the stockholders' equity.

The following  unaudited pro forma data summarizes the results of operations for
the  years  ended  December  31,  2003 and 2002 as if the  acquisition  had been
completed on January 1, 2002,  the  beginning of the 2002 year.  These pro forma
amounts do not  purport to be  indicative  of the  results  that would have been
obtained  if the  acquisition  had  occurred  on  January 1, 2002 or that may be
obtained in the future.
<TABLE>

        Year Ended December 31,                                       2003                    2002
                                                              ---------------------    --------------------
                                                              --------------------    --------------------

        Revenues                                              $       1,016,208        $         300,341
        Net loss                                              $      (1,421,640)       $        (964,965)
        Net loss per share                                    $         (0.08)         $           (0.21)

<S>     <C>    <C>    <C>    <C>    <C>    <C>
</TABLE>



                                       F-12
<PAGE>

                                  FemOne, Inc.
                        Notes to the Financial Statements

NOTE 4.  INTANGIBLE ASSETS

Website  development  are  recorded in  accordance  with  Statement  of Position
("SOP")  98-1,  "Accounting  for the Costs of  Computer  Software  Developed  or
Obtained for  Internal  Use." Among other  provisions,  SOP 98-1  requires  that
entities  capitalize certain  internal-use  software costs once certain criteria
are met. Under SOP 98-1, overhead, general and administrative and training costs
are not capitalized.

Sublicense  agreement for  exclusive  right to  distribute  Channoine  Cosmetics
products  through  direct sales and marketing in the United  States,  Canada and
Mexico was recorded at historical cost in the amount of $216,667. The sublicense
is for  five  years  with  five  consecutive  options  to  extend  the  term for
additional  five year periods at no additional  consideration.  In May 2002, the
Company  transferred its distribution  rights for the Canadian market to FemOne,
Canada in exchange for 3,875 shares of common stock.  The transfer was estimated
to be 10% of the sublicense agreement for $21,667.

At  December  31,  2003 and 2002  the  gross  carrying  amount  and  accumulated
amortization for acquired intangible assets is as follows:
<TABLE>

                                                                         Gross
                                                                       Carrying              Accumulated
        December 31, 2003                                               Amount              Amortization
                                                                   ------------------     ------------------
                                                                   -----------------     ------------------

        Website development                                        $          51,767      $          20,566
        Sublicense agreement                                                 195,000                 10,833
                                                                   ------------------     ------------------
                                                                   -----------------     ------------------
                                                                   $         246,767      $          31,399
                                                                   ==================     ==================

                                                                         Gross
                                                                       Carrying              Accumulated
        December 31, 2002                                               Amount              Amortization
                                                                   ------------------     ------------------
                                                                   -----------------     ------------------

        Website development                                        $          42,045      $           7,008
        Sublicense agreement                                                 195,000                  4,333
                                                                   ------------------     ------------------
                                                                   -----------------     ------------------
                                                                   $         237,045      $          11,341
<S>     <C>    <C>    <C>    <C>    <C>    <C>
</TABLE>


Amortization  expense was $20,058 and $11,341 for the years ended  December  31,
2003 and 2002,  respectively.  The aggregate  amortization expense over the next
five succeeding years is estimated as follows:
<TABLE>

                          Year Ending
                         December 31,
                     ----------------------
                     ---------------------

                             2004                                            $         20,058
                             2005                                                      20,058
                             2006                                                      20,058
                             2007                                                      20,058
                             2008                                                      20,058
<S>     <C>    <C>    <C>    <C>    <C>    <C>
</TABLE>



                                       F-13
<PAGE>

                                  FemOne, Inc.
                        Notes to the Financial Statements

NOTE 5.  INVESTMENT IN AFFILIATE

At December 31, 2003 the Company has a 30% equity investment in FemOne,  Canada.
In May, 2002, the Company assigned the Canada  distribution rights to Channoine,
2SIS and the FemOne  brand to FemOne,  Canada in  exchange  for 3,875  shares of
common stock, originally a 38.75% equity investment. FemOne Canada also received
the right to use the Company's USA developed website for its Canadian customers.
The  carrying  value of the rights  assigned to Canada were  $26,367,  while the
stock received was valued at $144,000,  which was based on Canadian stockholders
contributing   approximately   $227,500  ($350,000  Canadian  dollars)  for  the
remaining  61.25%  of  equity.  A gain on  exchange  of assets  for this  equity
investment  was  recognized  in the  amount of  $72,050  and the  investment  in
affiliate  was  recorded at $98,417.  In July 2003 the Company  transferred  875
shares of FemOne,  Canada  common  stock to Mr.  Page,  having a nominal  value,
reducing the equity interest to 30%.

The equity  investment in FemOne,  Canada for the years ended  December 31, 2003
and 2002 is summarized as follows:

<TABLE>
                                                                         2003                   2002
                                                                   ------------------     ------------------
                                                                   -----------------     ------------------

        Assets                                                     $         210,000      $         279,000
        Liabilities                                                         (138,000)               (58,200)
                                                                   -----------------     ------------------
        Equity                                                     $         (72,000)     $        (220,800)
                                                                   ==================     ==================

                                                                         2003                   2002
                                                                   ------------------     ------------------
                                                                   -----------------     ------------------

        Revenues                                                   $         239,000      $          28,500
                                                                   -----------------     ------------------
        Net loss                                                   $        (206,000)     $        (148,000)
                                                                   ==================     ==================
<S>     <C>    <C>    <C>    <C>    <C>    <C>
</TABLE>

NOTE 6.  CONVERTIBLE NOTES PAYABLE

In April 2003, the Company entered into  Convertible  Note Agreements  (Notes)
with certain  investors  and received  proceeds of $150,000 from the issuance of
these Notes.  The Notes were  convertible  into shares of the  Company's  common
stock at a price of $0.50 per share, were due and payable one year from the date
of issuance  and accrued  interest of 8% per annum.  In September  2003,  all of
holders of these Notes  elected to convert  their Notes into  common  stock.  In
2003, the Company recorded  non-cash interest expense of $6,361 related to these
Notes. The Company has no further obligation under these Notes.

NOTE 7.  COMMON  STOCK The shares of common  stock of the Company are all of the
same  class,  are voting and entitle  stockholders  to receive  dividends.  Upon
liquidation or wind-up,  stockholders  are entitled to participate  equally with
respect  to  any  distribution  of net  assets  or any  dividends  which  may be
declared.



                                       F-14
<PAGE>

                                  FemOne, Inc.
                        Notes to the Financial Statements

NOTE 7. COMMON STOCK  (Continued)  During  2002,  the Company  issued  4,614,000
shares  of  common  stock to Mr.  Grimm in  exchange  for cash in the  amount of
$250,000.  In May 2002, the Company issued  3,998,800  shares of Common Stock to
Mr.  Hanser in exchange  for a Sublicense  Agreement  with  Channoine  Cosmetics
valued at cost in the amount of $216,667.  In January 2003,  719,784 shares were
issued to Mr.  Grimm in  exchange  for  forgiveness  of a loan in the  amount of
$39,000.  In July 2003, the Company issued  2,733,966  shares of Common Stock to
private  investors  raising  $1,209,057,  net of issuance  costs of $82,800.  In
September  2003, a  convertible  note  receivable  in the amount of $150,000 was
converted  into 300,000  shares of common stock.  In October  2003,  the Company
entered  into a business  combination  and  recapitalized  25,113,609  shares of
common stock into equity thru a reverse  merger and issued  1,000,000  shares of
its common stock in exchange for  cancellation  of  12,366,550  shares of common
stock.  In November  2003, the Company issued 17,400 shares of Common Stock to a
consultant.  The Company recorded compensation expense of $17,748 related to the
services performed.  In December 2003, the Company issued 8,000 shares of Common
Stock to certain of its independent sales representatives as a bonus for meeting
certain  performance  related sales target.  The Company  recorded  compensation
expense  related to these  shares in the amount of $6,400 and  reserved  237,000
shares of common  stock as  compensation  valued at  $118,500  for Steven  Page,
President  of FemOne,  Canada for his role related to business  development  and
marketing. NOTE 8. STOCK BASED COMPENSATION

In  January,  2003,  the Board of  Directors  of  FemOne,  Inc.  the  California
Corporation,  adopted the 2003 Stock Option/Issuance Plan (2003 Plan), which was
approved by the Company's  shareholders on January 7, 2003.  Under the 2003 Plan
up to 3,800,000  incentive  and  non-qualified  stock  options may be granted to
officers, key employees and other persons providing services to the Company. The
2003 Plan  provides for the issuance of options that vest over a period of up to
five years, and expire ten years from the date of grant.

In January 2003,  the Company  issued  910,795 stock options to purchase  common
stock in exchange for services  rendered.  Approximately 29% of the options were
exercisable  on the date of the  grant and the  remaining  71% vest over 4 years
provided  the  consultant  continues  to provide  services to the  Company.  The
Company has  accounted for these  issuances in accordance  with SFAS No. 123 and
has  recorded  expenses  of $11,508  representing  the fair value of the options
using a  Black-Scholes  option-pricing  model.  The options are exercisable at a
price of $0.05 per share and have a term of 10 years.

In September  2003, the Company  issued 46,545 stock options to purchase  common
stock in exchange for services  rendered.  Approximately 20% of the options were
exercisable  on the date of the  grant and the  remaining  80% vest over 4 years
provided  the  consultant  continues  to provide  services to the  Company.  The
Company has  accounted for these  issuances in accordance  with SFAS No. 123 and
has recorded expenses of $5,783 representing the fair value of the options using
a Black-Scholes  option-pricing model. The options are exercisable at a price of
$0.05 per share and have a term of 10 years.


                                       F-15
<PAGE>

                                  FemOne, Inc.
                        Notes to the Financial Statements

NOTE 8.  STOCK RELATED COMPENSATION (Continued)

During 2003,  the Company  issued  options to  employees  to purchase  1,892,676
shares of its common stock, at exercise  prices ranging from $0.05 - $0.65.  All
options granted during the period have a term of 10 years, vest over 5 years and
were issued at an exercise  price  equal to the market  value of the  underlying
stock at the date of grant.  As of  December  31,  2003,  1,892,676  options  to
purchase shares of the Company's common stock were  outstanding  pursuant to the
2003 Plan.

SFAS No. 123 requires that the Company provide pro forma  information  regarding
net income  (loss) and net income (loss) per share as if  compensation  cost for
the Company's stock option  issuances had been determined in accordance with the
fair value based method  prescribed  in SFAS No. 123. The Company  estimates the
fair  value of each stock  option at the grant  date by using the  Black-Scholes
option-pricing  model with the following  assumptions  used for grants in fiscal
2003: divided yield of zero percent,  risk-free interest rate of 3.29%, expected
life of five years, and expected volatility of 337%.

Under the accounting provisions of SFAS No. 123, as amended by SFAS No. 148, the
Company's Proforma net loss and loss per share
for the year ended December 31, 2003 would have been as follows:

                                                                    2003
                                                           ---------------------
                                                            --------------------
         Net Loss
             As reported                                          $  (1,403,340)
             SFAS No. 123 effect                                       (118,841)
                                                           ---------------------
                                                           --------------------

         Pro forma net loss                                       $  (1,522,181)
                                                           =====================
                                                           ====================

         Loss per share
             As reported                                            $     (0.08)
             Pro forma                                              $     (0.09)
         Basic and diluted weighted average shares
         outstanding                                                  17,375,905

The following  table  summarizes  information  and stock options  outstanding at
December 31, 2003:
<TABLE>

                                       Options Outstanding                         Options Exercisable
                        --------------------------------------------------    -------------------------------
                                                                                                  Weighted
                                              Weighted                                             Average
                                               Average          Weighted                          Exercise
       Range of              Number           Remaining         Average           Number          Price Per
    Exercise Prices        Outstanding      Life in Years       Exercise        Exercisable         Share
                                                                 Price
   ------------------     --------------    --------------    -------------    --------------    ------------
   ------------------ --- --------------

         $0.05                1,910,495         9.05             $0.05            663,499           $0.05
   $0.50-$0.65                  939,521         9.75             $0.58            320,067           $0.50

<S>     <C>    <C>    <C>    <C>    <C>    <C>
</TABLE>


                                       F-16
<PAGE>

                                  FemOne, Inc.
                        Notes to the Financial Statements

NOTE 9.  RELATED PARTY TRANSACTIONS

Stockholder  Loans The Company has Promissory  Note  agreements  with Mr. Ray W.
Grimm, Jr. and Mr. Alfred Hanser. Such notes accrue interest at a rate of 8% per
annum.  As of the December 31, 2003,  the Company's  obligation to Mr. Grimm and
Mr. Hanser for the principal and accrued interest on these stockholder loans was
$383,338 and $6,693, respectively.  Interest expense incurred on these notes was
$24,162 and $14,261 for 2003 and 2002, respectively.

In connection with the purchase of New Paltz Capital Corporation,  Mr. Grimm and
Mr. Hanser assumed  stockholders loans of $47,000 of which $30,000 bear interest
at 6% and the remaining $17,000 are non-interest  bearing. At December 31, 2003,
$49,458 was outstanding as stockholder loans payable to Mr. Grimm and Mr. Hanser
which includes principal and accrued interest.

Deferred  Compensation The officers of the Company have elected to defer payment
of their  salaries  until such time that the Company has  sufficient  cash flows
from  operations  or raises  sufficient  equity  resources to begin to repay the
deferred  salaries.  Deferred  Salaries  payable to Mr. Grimm and Mr.  Hanser on
December 31, 2003 were  $137,500 and  $108,000,  respectively.  Also included in
deferred salaries is $10,500 payable to other employees of the Company.

FemOne/BioPro  Canada In July 2002, the Company assigned the Canada distribution
rights to all of the  Company's US Products in exchange for 38.75%  ownership in
FemOne/BioPro  Canada.  In July 2003,  the agreement was amended to decrease the
portion of  ownership  by the Company to 30%. The  agreement  provides  that the
Company  supply Canada with  inventory  and  marketing  aids at a price equal to
cost.  For the years ended 2003 and 2002,  the Company  recorded Sales to Canada
for their inventory purchases of $55,911 and $18,284, respectively.

The July 2003  agreement  provides for issuance of shares of Common Stock of the
Company to Mr. Steven Page,  president of FemOne/BioPro  Canada. These shares of
common  stock are to be issued to Mr. Page as  compensation  for his services in
sales, marketing and business development. In 2003, the Company has reserved for
issuance  237,000  shares of its common  stock for Mr. Page and has  recorded an
expense  related to these  shares of  $118,500.  In January  2004,  the  Company
reserved an  additional  211,513  shares of stock for Mr. Page and has  recorded
expenses  of  $137,485  for  compensation  related to these  shares.  The shares
reserved for Mr. Page are restricted under Rule 144.

Family  Relationship  In 2003,  certain  of the  members of Mr.  Grimm's  family
participated as independent sales  representatives.  During 2003, they were paid
commissions  of $10,031  related to their  participation  in the direct  selling
organization.


                                       F-17
<PAGE>

                                  FemOne, Inc.
                        Notes to the Financial Statements

NOTE 9.  RELATED PARTY TRANSACTIONS (Continued)


Bluewave  Innovations  Certain of the Company's  officers were also founders and
officers of Bluewave  Innovations,  a direct selling company that targeted sales
to young adults through a team of college age independent sales representatives.
Between November 2003 and March 2004, Bluewave marketed certain of the Company's
products  under  the  product  lines of  Channoine  and  2SIS.  In  March  2004,
operations of Bluewave Innovations were abandoned. In 2003, the Company recorded
sales of $29,364 of inventory to Bluewave.

NOTE 10. COMMITMENT AND CONTINGENCIES

Employment  Agreements  and  Deferred  Compensation  - Officers In June 2002 the
Company  entered into  employment  agreements  with Ray W. Grimm,  Jr. (CEO) and
Alfred Hanser,  President. The agreements provide for the continuing services of
Mr. Grimm and Mr.  Hanser for five years at a salary scale that is tied directly
to total revenues. Mr. Grimm and Mr. Hanser have deferred $137,000 and $108,000,
respectively  between  June  2002 and  December  31,  2003.  Repayment  of these
deferred  salaries  will be paid out of future  positive  cash flows or proceeds
from future equity financings.

Operating   Leases  The  Company   subleases   its  office   facility   under  a
non-cancelable  operating lease, which expired on December 31, 2002, the Company
exercised  the option to extend the lease to December 31,  2004.  The Company is
required to pay certain  operating  expenses  in addition to base  monthly  rent
associated  with the  office  facility.  The  Company  subleases  its  warehouse
facility under a  non-cancelable  operating lease,  which originally  expired on
April 30,  2003.  On May 1, 2003,  the Company  elected the option to extend the
lease for a two-year  term.  The sublease for both  facilities is with a company
stockholder.  Rent  expense  was  $114,407  and  $101,599  for  2003  and  2002,
respectively.

The Company is subleasing a vehicle under a  forty-eight  month,  non-cancelable
operating  lease  expiring  in the year  2005.  The  sublease  is with a Company
stockholder.  During 2003 and 2002, rental expense under the operating lease was
$5,355 and $6,531, respectively.

The net minimum lease payments for the facilities and vehicle leases at December
31, 2003 are as follows:

           Year Ending December 31,
           2004                                                $  122,434
           2005                                                    14,798
                                                         -----------------
                                                         ----------------

           Total minimum lease payments                        $  137,232
                                                         =================

Commitments The Company pledges 1/2% of  commissionable  sales from its products
to Child Help USA,  a  charitable  organization.  Pledges to Child Help USA were
approximately $3,500 and $1,500 for 2003 and 2002, respectively.

                                       F-18
<PAGE>

                                  FemOne, Inc.
                        Notes to the Financial Statements

NOTE 11. LIQUIDITY AND GOING CONCERN

The  financial  statements  for the year  endeds  December  31,  2003 and  2002,
included a statement  from the Company's  auditors that the Company may not have
the  ability to  continue  as a going  concern.  The  ability of the  Company to
continue  as a going  concern is  dependent  on the Company  obtaining  adequate
capital or it could be forced to cease  operations.  In order to  continue  as a
going  concern,  develop  and grow its  customer  base/revenues  and  achieve  a
profitable  level of  operations,  the company  will need,  among other  things,
additional  capital  resources.  Management's plans to obtain such resources for
the Company  include  (1) raising  additional  capital  through  sales of common
stock,  the proceeds of which would be used to improve the  marketing  effort of
all the  Company's  product  lines;  and (2)  preserve  cash by  attracting  and
retaining  employees  by  supplementing  pay with stock  options.  In  addition,
majority  stockholders  have  committed  to  fund  the  expected  shortfalls  if
necessary to attain the Company's goals.  This has been demonstrated in the past
as evidenced by stockholder notes. The financial  statements  included herein do
not include any adjustments  that might be necessary if the Company is unable to
continue as a going concern.

NOTE 12. INCOME TAXES

At December 31, 2003,  The Company had federal and state tax net operating  loss
carryforwards of approximately $1,720,000.  The federal and state tax loss carry
forwards will begin expiring in 2022 and 2013,  respectively,  unless previously
utilized.  Use of the Company's net operating loss  carryforwards may be limited
if a cumulative  change in  ownership  of more than 50% occurs  within any three
year period.

Significant  components of the Company's  deferred tax assets are shown below. A
valuation  allowance  has been  recognized  to offset the deferred tax assets as
realization of such assets is uncertain. During the year ended December 31, 2003
the valuation allowance was increased to $964,574.

Deferred  income taxes reflect the net tax effects of the temporary  differences
between the carrying  amounts of assets and liabilities for financial  reporting
and the amounts used for income tax purposes.

The tax  effect  of  temporary  differences  consisted  of the  following  as of
December 31,
<TABLE>

                                                                      December 31,
                                                      ---------------------------------------------
                                                      ------------------- - ----------------------
                                                             2003                    2002
                                                      -------------------- - ----------------------
                                                      ------------------- - ----------------------
   Deferred tax assets:
        Net operating loss carryforwards                $     699,684          $       233,000
        Deferred compensation                                 122,570                   51,000
        Depreciation timing differences                       (23,712)                  (8,000)
        Start up costs timing differences                      75,422                  117,000
                                                               90,610                        -
                                                      -------------------- - ----------------------
                                                      ------------------- - ----------------------
   Net deferred tax assets                                    964,574                  393,000

   Valuation allowance for deferred tax assets               (964,574)                (393,000)
                                                      -------------------- - ----------------------
                                                      -------------------- - ----------------------

   Total deferred tax assets                          $             -          $             -
                                                      ==================== = ======================
<S>     <C>    <C>    <C>    <C>    <C>    <C>
</TABLE>


                                       F-19
<PAGE>

                                  FemOne, Inc.
                        Notes to the Financial Statements

NOTE 13. SEGMENT INFORMATION

During  2003 and 2002 the  Company  operated  in one  reportable  segment  being
cosmetics, skincare and nutritional product sales. In the first quarter of 2004,
the Company  introduced its BioPro Technology  division and will be operating in
two reportable segments being cosmetics,  skincare and nutritional product sales
and cell chip technology product sales.

NOTE 14. RESTATEMENT

The  December 31, 2002  financial  statements  have been  restated to correct an
error in recording  the transfer of assets in exchange for an equity  investment
in an affiliate summarized as follows:
<TABLE>

                                                                         2002                   2002
                                                                     As Originally               As
                                                                       Reported               Restated
                                                                   ------------------     ------------------
                                                                   -----------------     ------------------

        Assets                                                     $         748,407      $         702,824
        Liabilities                                                        1,249,394              1,134,375
        Accumulated deficit                                                 (500,987)              (431,551)

                                                                         2002                   2002
                                                                    As Originally                As
                                                                       Reported               Restated
                                                                  -------------------     ------------------
                                                                  ------------------     ------------------

        Revenues                                                  $         300,341       $         300,341
        Net loss                                                           (922,857)               (853,421)
        Net loss per share                                                    (0.20)                  (0.18)
<S>     <C>    <C>    <C>    <C>    <C>    <C>
</TABLE>


NOTE 15. SUBSEQUENT EVENTS

In January 2004, the Company entered into a Financial Advisory Agreement for one
year of services to assist the Company in raising  necessary equity  financings.
Under the terms of this agreement,  the Company will pay a monthly fee of $5,000
to the consultant.  The fees are to be deferred until such time that the Company
closes equity financing  transactions equal or at least $300,000. The consultant
will  receive  bonus  fees of  between  2.5% and 5% on the close of a  financing
transaction.  In addition,  as an incentive the Company has issued 250,000 Stock
Purchase Warrants  exercisable into a like number of shares of Common Stock with
an exercise price of $0.50 per share.  This warrant  expires five years from the
date of issuance.

In January 2004,  the Company  issued 115,000 shares of its common stock related
to agreements for investor relations  services.  These services were provided to
the Company  between  January 2004 and March 2004. In the first quarter of 2004,
the Company will record compensation expense of $97,750.


                                       F-20
<PAGE>

                                  FemOne, Inc.
                        Notes to the Financial Statements

NOTE 15. SUBSEQUENT EVENTS  (Continued) In January 2004, the Company reserved an
additional  211,513  shares of common  stock valued at $139,598 for Steven Page,
President  of FemOne,  Canada.  In April 2004,  the Company  entered into a Term
Sheet to raise up to  $500,000 in a Private  Placement  of  Securities:  Current
Shareholder Rule 144 Direct Investment.  The investors have a minimum investment
of $5,000 in the Company's unregistered common stock at $0.75 per share.

In April 2004, the Company entered into a Retainer  Agreement with legal counsel
for one year of  services.  The  agreement  calls for payment of services in the
form of 125,000 shares of free-trading common stock of the Company.  The Company
will be filing a Registration Statement on Form S-8 to register these shares.



                                       F-21
<PAGE>

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


None - Not Applicable.


ITEM 8A. CONTROLS AND PROCEDURES
An evaluation was performed under the supervision and with the participation of
our executive management, including our Chief Executive Officer/Acting Chief
Financial Officer and our President, of the effectiveness of the design and
operation of our disclosure controls and procedures. This evaluation was
performed within 90 days before the filing of this annual report. Based on that
evaluation, our executive management, including our CEO and CFO and our
President, concluded that our disclosure controls and procedures were effective.
Disclosure controls and procedures mean the controls and other procedures that
FemOne has implemented and which are designed to ensure that the information
required to be disclosed by FemOne in the reports we file or submit under the
Securities Exchange Act of 1934, as amended, is recorded, processed, summarized
and reported within the time periods specified in the rules and forms prescribed
by the Securities and Exchange Commission. In addition, there were no changes in
our internal controls over financial reporting (as defined in Rule 13a-15 or
Rule 15d-15 under the Securities Act of 1934, as amended) during the fiscal
quarter ended December 31, 2003 which have materially affected, or are
reasonably likely to materially affect, the internal controls over financial
reporting which we have implemented.



                                       II-8
<PAGE>



                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(A) OF THE EXCHANGE ACT.

Our executive officers and directors, and their respective ages as of March 31,
2004, are as follows:
<TABLE>


Name                                       Age                         Position

Ray W. Grimm, Jr.                          58                          Chief Executive Officer, Acting Chief Financial Officer and
                                                                       Director

Alfred Hanser                              32                          President, Secretary and Director
<S>     <C>    <C>    <C>    <C>    <C>    <C>
</TABLE>


Set forth below is a brief description of the background and business experience
for the past five years of each of our proposed directors.

Mr.  Grimm  founded  FemOne in March 2002 and has served as its Chief  Executive
Officer and a Director since  inception.  From September 1999 to March 2002, Mr.
Grimm worked as a direct sales industry  consultant,  and assisted in the launch
of Orenda International,  a direct sales nutritional  distribution company. From
1989 to 1999, Mr. Grimm was the President of Body Wise International,  a company
engaged in the distribution of nutritional  products.  Mr. Grimm is president of
the California State Board of Childhelp USA.

Mr. Alfred Hanser has served as our President, Secretary and a Director since
July 2002. From 1999 to June 2002, Mr. Hanser was self-employed in the area of
distribution of consumer products, and during this time he co-founded a European
medical device distribution company. From 1997 to 1998, Mr. Hanser was employed
by ZS Associates, a Chicago-based consulting firm. Mr. Hanser holds Magna Cum
Laude degrees in Organizational Behavior, Business Policy and International
Business from Southern Methodist University (Dallas, TX).

Term of Office
Our directors are elected for a one-year term to hold office until the next
annual general meeting of our shareholders or until removed from office in
accordance with our bylaws. Our officers are appointed by our board of directors
and hold office until removed by the board.

COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT

Section 16(a) of the Exchange Act requires our executive officers and directors,
and persons who beneficially own more than ten percent of our equity securities,
to file reports of ownership and changes in ownership with the Securities and
Exchange Commission. Officers, directors and greater than ten percent
shareholders are required by SEC regulation to furnish FemOne with copies of all
Section 16(a) forms they file. Based on our review of the copies of such forms
received by us, we believe that during the fiscal year ended December 31, 2003
all such filing requirements applicable to our officers, directors [and persons
holding more than ten percent of our securities] were complied with.


                                       III-1
<PAGE>



ITEM 10. EXECUTIVE COMPENSATION.

SUMMARY COMPENSATION TABLE

The table below summarizes all compensation awarded to, earned by, or paid to
Ray Grimm and Alfred Hanser, comprising all of the directors and executive
officers of FemOne, Inc. (our "named executive officers") for all services
rendered to us in all capacities for the current fiscal year.

<TABLE>

                           SUMMARY COMPENSATION TABLE

                                                                             ---------------------------------------
                                                                                       Long Term Compensation
                                                                             ---------------------------------------
                              ---------------------------------------------- ----------------------------- ---------
                                             Annual Compensation                         Awards            Payouts
                              ---------------------------------------------- ----------------------------- ---------
                                ----------- ----------- ------ ------------- ------------ ---------------- ---------
                                                                                             Securities                    All
                                                                   Other      Restricted     underlying    LTIP           Other
                                    Year     Salary (1)  Bonus  Compensation Stock Awards Options/SARS (#)  Payouts   Compensation
                                                                                  ($)
                                ----------- ----------- ------ ------------- ------------ ---------------- --------- --------------
                                ----------- ----------- ------ ------------- ------------ ---------------- --------- --------------
Ray W. Grimm, Jr.                   2003      $132,000     -         -             -              -            -            -
  Chief Executive Officer           2002      $77,000      -         -             -              -            -            -
      and Acting Chief
Financial        Officer

Alfred Hanser                       2003      $108,000     -         -             -              -            -            -
  President and Secretary           2002      $54,000      -         -             -              -            -            -


     1) The annual salary column above represents  salaries paid and accrued for
the years ended December 31, 2002 and 2003  respectively,  for each of Mr. Grimm
and Mr. Hanser.

     a. Mr.  Grimm's  annual  compensation  is $132,000.  During 2002, Mr. Grimm
received payment of $27,500 in salaries,  and deferred payments from prior years
in the amount of $49,500.  During 2003, Mr. Grimm received payment of $44,000 in
salaries and deferred payments from prior years in the amount of $88,000.  As of
December 31,  2003,  the Company has recorded  $137,500 of  additional  Deferred
Salaries Payable to Mr. Grimm.

     b. Mr.  Hanser's annual  compensation is $108,000.  During 2002, Mr. Hanser
received  payment of $13,500 in salaries and deferred  payments from prior years
in the amount of $40,500. During 2003, Mr. Hanser received payment of $40,500 in
salaries and deferred payments from prior years in the amount of $67,500.  As of
December 31, 2003, we have recorded $108,000 of Deferred Salaries Payable to Mr.
Hanser.
<S>     <C>    <C>    <C>    <C>    <C>    <C>
</TABLE>

STOCK OPTION GRANTS
We did not grant any stock options to our named executive officers during our
fiscal year ended December 31, 2003. We have also not granted any stock options
to our named executive officers since December 31, 2003.

EXERCISES OF STOCK OPTIONS AND YEAR-END OPTION VALUES
No stock options were exercised by our named executive officers during the
fiscal year ended December 31, 2003. No stock options have been exercised by our
named executive officers since December 31, 2003.

EMPLOYMENT  AGREEMENTS The Company has employment  agreements with our executive
officers,  Mr. Ray W. Grimm,  Jr. and Mr. Alfred  Hanser.  The  agreements  were
executed  in June  2002 for Mr.  Grimm,  and  July  2002  for Mr.  Hanser.  Each
agreement  is for an  initial  (5) year term with  automatic  one year  renewals
unless otherwise terminated by either FemOne or the applicable executive.

                                       III-2
<PAGE>

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The following table sets forth certain information concerning the number of
shares of our common stock owned beneficially as of March 31, 2004 by: (i) each
person (including any group) known to us to own more than five percent (5%) of
any class of our voting securities, (ii) each of our directors and named
executive officers, and (iii) all of our officers and directors as a group.
Unless otherwise indicated, the shareholders listed below possess sole voting
and investment power with respect to the shares indicated.
<TABLE>

                                                                                       Amount and Nature of       Percent of
            Title of Class            Name and Address of Beneficial Owner(1)                Ownership             Class(2)
         Common Stock          Ray W. Grimm, Jr.                                             9,847,689              37.67%
         Common Stock          Alfred Hanser                                                 7,383,583              28.25%
                                                                                      ------------------------ ------------------
                                                                                      ------------------------ ------------------
         Common Stock               Total as a Group                                        17,231,272              65.92%
                                                                                      ======================== ==================
<S>     <C>    <C>    <C>    <C>    <C>    <C>
</TABLE>



(1) The address for Mr. Grimm and Mr. Hanser is 5600 Avenida Encinas, Suite 130,
Carlsbad,  California,  92009.
(2) Based on 26,139,009 shares  outstanding as of
March 31,  2004.  It is believed by us that all persons  listed  above have full
voting and  investment  power with  respect to the shares  indicated.  Under the
rules of the Securities and Exchange Commission,  a person (or group of persons)
is deemed to be a  "beneficial  owner" of a security  if he or she,  directly or
indirectly,  has or shares  the power to vote or to  direct  the  voting of such
security,  and/or the power to dispose of or to direct the  disposition  of such
security.  Accordingly,  more than one person may be deemed to be the beneficial
owner of the same security.  A person is also deemed to be a beneficial owner of
any security  which that person has the right to acquire within 60 days from the
date this report is filed  (such as through the  exercise of options or warrants
to purchase our common stock).

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

Except as disclosed below, none of the following parties has, since our date of
incorporation, had any material interest, direct or indirect, in any transaction
with us or in any presently proposed transaction that has or will materially
affect us:

o        any of our directors or executive officers
o        any person proposed as a nominee for election as a director
o        any person who beneficially owns, directly or indirectly,
         shares carrying more than 10% of the voting rights attached to our
         outstanding shares of common stock
o        any of our promoters
o        any relative or spouse of any of the foregoing persons who lives at
         the same address as such person

In August 2003, Ray W. Grimm, Jr. and Alfred Hanser entered into a Stock
Purchase Agreement where they acquired, in a private transaction, 5,000,000
shares of the outstanding stock of New Paltz Capital Corporation [together with
stockholder loans in the amount of $47,000] for an aggregate purchase price of


                                       III-3
<PAGE>

$279,350. On September 1, 2003 the Board of Directors declared a 6 for 1 stock
dividend resulting in Mr. Grimm owning 17,142,000 shares and Mr. Hanser owning
12,858,000 shares. In connection with the finalization of the merger with
FemOne, Inc., a total of 9,586,165 of these shares were retired such that Mr.
Grimm presently owns 9,416,382 shares of our common stock and Mr. Hanser
presently owns 7,060,227 shares of our common stock. In the allocation of these
shares, Mr. Grimm received 431,307 shares and Mr. Hanser received 323,356 shares
of our common stock, bringing their total ownership to 9,847,689 and 7,383,583,
respectively.

Our total issued and outstanding shares as of the date of this report are
26,139,009.

Sublicense Agreement with Alfred Hanser

In May 2002, FemOne entered into a sublicense agreement with Alfred Hanser for
the exclusive right to distribute Channoine(R) Cosmetics products through direct
sales and network marketing in the United States, Canada and Mexico. In exchange
for this sublicense, FemOne issued shares of common stock equivalent to the cost
of the license agreement which was which was $216,667. The sublicense agreement
is effective for an initial term of five years, and includes five consecutive
options to extend the term for additional five year periods (for a total term of
thirty years), for no additional consideration. The shares of common stock
underlying this agreement were issued by the privately held FemOne California.
In connection with the merger transaction, Mr. Hanser received 323,356 shares of
common stock for his percentage of holdings in the California corporation on the
date of the merger and his participation in the prorate share allocation of
1,000,000 shares to the California shareholders.


Stockholder Loans

From time to time, Mr. Grimm and Mr. Hanser have provided loans to us pursuant
to unsecured Promissory Notes. Such notes accrue interest at a rate of 8% per
annum. As of December 31, 2003, our obligations to Mr. Grimm and Mr. Hanser for
the principal and accrued interest on these stockholder loans was $383,338 and
$6,693, respectively. As discussed in "Liquidity and Capital Condition", above,
the Company's stockholders are committed to fund our expected shortfalls, if
necessary, for a certain period to attain our goals.

In connection with the purchase of New Paltz Capital Corporation, Mr. Grimm and
Mr. Hanser assumed stockholder loans of $47,000, of which $30,000 of principal
bear interest at 6%, and the remaining $17,000 of principal are non-interest
bearing. At December 31, 2003, $49,458 was outstanding as stockholder loans
payable to Mr. Grimm and Mr. Hanser, which amount includes principal and accrued
interest.




                                       III-4
<PAGE>



Additional Related Party Loans

A company owned by Mr. Grimm has loaned FemOne $29,000. The loan is unsecured
and non-interest bearing and will be repaid at such time as we have positive
cash flows from operations to support such repayment.

FemOne/BioPro Canada

In May 2002, we assigned the Canadian distribution rights to all of FemOne's
products which may be sold in Canada, in exchange for 38.75% of the total
ownership interests in FemOne Canada, Inc., ("FemOne/BioPro Canada). In July
2003, this agreement was amended to decrease the portion of our ownership to
30%. The agreement provides that we supply Canada with inventory and marketing
aids at a price equal to cost. For the years ended 2002 and 2003, we recorded
sales to Canada for their inventory purchases of $56,402 and $18,284,
respectively. The agreement also calls for compensation in the form of stock for
certain consulting services related to sales and marketing efforts by the
President of FemOne Canada. The Company has reserved for issuance 463,513 shares
of our common stock pursuant to this agreement.

Bluewave Innovations

Certain of FemOne's officers were also founders and officers of Bluewave
Innovations, a direct selling company targeting sales to young adults through a
team of college-aged independent sales associates. Between November 2003 and
March 2004, Bluewave marketed certain of the same products under the 2SIS and
Channoine(R) product lines as FemOne did during the same period. The Company
does not believe that sales resulting from Bluewave distracted from potential
FemOne sales, as the demographic of the sales force is young college-aged
independent sales representatives, and differs from the demographic of the
independent sales representatives' selling these products on behalf of FemOne.
In March, 2004, Bluewave Innovations' operations were abandoned. In 2003, we
sold $29,364 of inventory to Bluewave.



                                       III-5
<PAGE>



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

(a) Exhibits



EXHIBIT NUMBER          DESCRIPTION
---------------          ---------------------
 3.1                                Articles  of  Incorporation  (1)
 3.2                                By-Laws,  as  amended  (1)
 4.1                       Share  Certificate  (1)
32.1                       Certification of Chief Executive Officer
                           and Acting Chief Financial Officer
                           pursuant to pursuant to 18 U.S.C. Section 1350,
                           as adopted pursuant to Section 906 of the
                           Sarbanes-Oxley  Act  of  2002(2)
99.1                       Agreement and Plan of Reorganization(3)




(1) Filed as an exhibit to the  Registrant's  Form SB-2  registration  statement
originally  filed on  November  13,  2001 and as amended on January 24, 2002 and
February 12, 2002.
(2) Filed as an exhibit to this Annual Report on Form 10-KSB
(3)  Filed as an  exhibit  to the  Registrant's  Form 8K/A  originally  filed on
October 27, 2003

(b) Reports on Form 8-K.

         The following reports on Form 8-K were filed during the quarter ended
December 31, 2003:

Report on Form 8-K was filed on October 3, 2003 reporting  notice of name change
to FemOne, Inc. from New Paltz Capital Corp.

Report on Form 8-K/A was filed on October 27, 2003 reporting close of merger and
acquisition contract and disclosing Plan for Reorganization.

Report on Form 8-K was filed on November 12, 2003 reporting increase in
certain revenues.

Report on Form 8-K/A was filed on December 8, 2003 submitting unaudited Proforma
financial  statements of FemOne as of September 30, 2003 in connection  with the
merger and acquisition contract as reported on Form 8-K/A on October 27, 2003.

         The following reports on Form 8-K have been filed since December 31,
2003:

Report on Form 8-K was filed on February  17, 2004  reporting  the change in the
Company's fiscal year end.

Report on Form 8-K was filed on February  23, 2004  reporting  the change in the
Company's independent auditors.

Report on Form  8-K/A was filed on March 23,  2004  updating  the  change in the
Company's independent auditors.

                                       III-6
<PAGE>

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The company appointed Peterson & Co., LLP to serve as its independent auditors
for the year ended December 31, 2003. Dohan and Company were the independent
auditors of the public entity for the year that ended June 30, 2003 and 2002
prior to the adoption of the fiscal year end of December 31 of the FemOne
California. PKF, Certified Public Accountants were the independent auditors of
FemOne California for the year ended December 31, 2002. The Company's board of
directors pre-approves all services performed by the Company's principal
auditor.

During 2003 and 2002, Peterson & Co. LLP performed no services for the Company.
During 2003 and 2002 PKF performed services of FemOne California, a non-public
company and therefore are not included in the amount below. During 2003 and 2002
the the services in the following categories and amounts were performed by Dohan
and Company:


                         2003               2002

Audit Fees              $7,500              N/A
Audit-Related Fees
Tax Fees
All Other Fees

The Audit fees for the years ended December 31, 2003 and 2002 were for
professional services rendered for the audit of the consolidated financial
statements of the Company.



                                       III-7
<PAGE>



                                   SIGNATURES

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

FEMONE, INC.

By:    /s/Alfred Hanser
     -----------------------------------
     Alfred Hanser,
     President, Secretary  and Director
     Date:  April 14,  2004



In accordance with the Securities Exchange Act, this report has been signed
below by the following persons on behalf of the registrant and in the capacities
and on the dates indicated.


By:    /s/Ray W. Grimm, Jr.
     -----------------------------------
     Ray W. Grimm, Jr.,  Chief  Executive  Office and  Chief  Financial  Officer
     (Principal  Executive  Officer)
     (Principal  Financial  Officer  and  Principal  Accounting  Officer)
     Director
     Date: April 14, 2004

By:    /s/Alfred Hanser
     -----------------------------------
     Alfred Hanser,
     President, Secretary  and Director
     Date:  April 14,  2004






<PAGE>


                                  CERTIFICATION

I, Ray W. Grimm, Jr., certify that:

1. I have reviewed this Annual Report on Form 10-KSB, for the year ended
December 31, 2003, of FemOne, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the small business
issuer as of, and for, the periods presented in this report;

4. The small business issuer's other certifying officer(s) and I are responsible
for establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) * for the small business issuer
and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the small business issuer, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;

(b) *;

(c) Evaluated the effectiveness of the small business issuer's disclosure
controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the small business issuer's internal
control over financial reporting that occurred during the small business
issuer's most recent fiscal quarter (the small business issuer's fourth fiscal
quarter in the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the small business issuer's internal
control over financial reporting; and

5. The small business issuer's other certifying officer(s) and I have disclosed,
based on our most recent evaluation of internal control over financial
reporting, to the small business issuer's auditors and the audit committee of
the small business issuer's board of directors (or persons performing the
equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the small business issuer's ability to record,
process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the small business issuer's internal
control over financial reporting.

Date:  April 14, 2004             /s/ Ray W. Grimm, Jr.
                                   ---------------------------------------------
                                   Ray W. Grimm, Jr.
                                   Chief Executive Officer



*  Indicates  material  omitted in  accordance  with SEC Release  Nos.  33-8238;
34-47986.

<PAGE>

                                  CERTIFICATION

I, Ray W. Grimm, Jr., certify that:

1. I have reviewed this Annual Report on Form 10-KSB, for the year ended
December 31, 2003, of FemOne, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the small business
issuer as of, and for, the periods presented in this report;

4. The small business issuer's other certifying officer(s) and I are responsible
for establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) * for the small business issuer
and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the small business issuer, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;

(b) *;

(c) Evaluated the effectiveness of the small business issuer's disclosure
controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the small business issuer's internal
control over financial reporting that occurred during the small business
issuer's most recent fiscal quarter (the small business issuer's fourth fiscal
quarter in the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the small business issuer's internal
control over financial reporting; and

5. The small business issuer's other certifying officer(s) and I have disclosed,
based on our most recent evaluation of internal control over financial
reporting, to the small business issuer's auditors and the audit committee of
the small business issuer's board of directors (or persons performing the
equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the small business issuer's ability to record,
process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the small business issuer's internal
control over financial reporting.


Date:  April 14, 2004             /s/ Ray W. Grimm, Jr.
                                   ---------------------------------------------
                                   Ray W. Grimm, Jr.
                                   Chief Financial Officer



*  Indicates  material  omitted in  accordance  with SEC Release  Nos.  33-8238;
34-47986.

In  connection  with the  Annual  Report on Form  10-KSB of  FemOne,  Inc.  (the
"Company")  for the year ended  December 31, 2003, as filed with the  Securities
and Exchange Commission on the date hereof (the "Report"), I, Ray W. Grimm, Jr.,
Chief Executive  Officer of the Company,  certify,  pursuant to 18 U.S.C.  1350,
that:
<PAGE>

1. I have reviewed this annual report on Form10-KSB of FemOne, Inc.,

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

Date: April 14, 2004    /s/ Ray W. Grimm, Jr.
                        -----------------------------------
                                   (Signature)
                        Chief Financial Officer
                                     (Title)


<PAGE>


                                  Exhibit 32.1

   CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND ACTING CHIEF FINANCIAL OFFICER
                                   PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Ray Grimm, Chief Executive Officer and Acting Chief Financial Officer,
certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, that the Annual Report on Form 10-KSB of
FemOne, Inc., formerly New Paltz Capital Corp. for the year ended June 30, 2003
fully complies with the requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 and that the information contained in the Annual Report on
Form 10-KSB fairly presents in all material respects the financial condition and
results of operations of FemOne, Inc., formerly New Paltz Capital Corp.

By:    /s/ Ray W. Grimm, Jr.
     -----------------------------
Name:  Ray W. Grimm, Jr.
Title: Chief Executive Officer and Chief Financial Officer

Date: April 14, 2004



--------
1 Channoine(R)is a registered trademark of Channoine Cosmetics AG Corporation.
2 Energy Transfer  Corporation has filed an Application for  Registration of the
mark "BIOTRON" with the U.S. Patent and Trademark
Office.