TABLE OF CONTENTS



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|PART I.           |                                              |                                                                                                                                                                                |    |     
|                  | ITEM 1. FINANCIAL STATEMENTS                 |                                                                                                                                                                                |    | 3    |  
|                  |                                              | Unaudited Consolidated Balance Sheet as of June 30, 2004                                                                                                                       |    |      | 4 | 
|                  |                                              | Unaudited
      Consolidated Statement of Operations for the three and six month periods ending June 30, 2004 and 2003 and the period since Date of Inception to June 30, 2004 |    |      | 5 | 
|                  |                                              | Unaudited
      Unaudited Consolidated Statement of Cash Flows for the six months ended June 30, 2004 and 2003 and the period since Date of inception to June 30, 2004         |    |      | 6 | 
|                  |                                              | Notes to Unaudited Financial Statements                                                                                                                                        |    |      | 7 | 
|                  |                                              |                                                                                                                                                                                |    |      |   | 
|                  | ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS |                                                                                                                                                                                |    | 9    |  
|                  | ITEM 3. CONTROLS AND PROCEDURES              |                                                                                                                                                                                |    | 14   |  
|PART II.          |                                              |                                                                                                                                                                                |    |     
|                  | ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K     |                                                                                                                                                                                |    | 14   |  
|                  | SIGNATURES                                   |                                                                                                                                                                                |    | 15   |  
|INDEX TO EXHIBITS |                                              |                                                                                                                                                                                | 16 |     

### INDEX TO EXHIBITS

|Exhibit No. | Page No. | Description                                                                                                                                                                                                                                     
|----------- | -------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3(i)(a)     | *        | Articles of Incorporation of the Company (incorporated by reference from the Form 10-SB filed with the
 Commission on April 17, 2000                                                                                                            
|3(i)(b)     | *        | Amendment to Articles of Incorporation of the Company (incorporated by reference from the Form 10-SB
 filed with the Commission on April 17, 2000                                                                                               
|3(i)(c)     | *        | Amendment to Articles of Incorporation of the Company (incorporated by reference from the Form 10-SB
 filed with the Commission on April 17, 2000                                                                                               
|3(i)(d)     | *        | Amended and Restated Articles of Incorporation of the Company(incorporated by reference from the Form
 10-SB filed with the Commission on April 17, 2000                                                                                        
|3(i)(e)     | *        | Amended and Restated Articles of Incorporation of the Company(incorporated by reference from the Form
 10-QSB filed with the Commission on November 17, 2003                                                                                    
|3(ii)       | *        | Bylaws of the Company (incorporated by reference from the Form 10-SB filed with the Commission on April
 17, 2000                                                                                                                               
|10(i)       | *        | Intellectual Property Assignment and Sale Agreement between the Company and Sellers (incorporated by
 reference from the Form 8-K filed with the Commission on February 12, 2002                                                                
|10(ii)      | *        | Secured Loan Agreement Incorporated by reference from the Form 8-K filed with the Commission on February
 12, 2002                                                                                                                              
|10(iii)     | *        | Amendment to Intellectual Property Assignment and Sale Agreement dated March 28, 2002 (incorporated by
 reference from the Form 10-KSB filed with the Commission on April 15, 2002                                                              
|10(iv)      | *        | Amendment to Intellectual Property Assignment and Sale Agreement dated April 10, 2002 (incorporated by
 reference from the Form 10-KSB filed with the Commission on April 15, 2002                                                              
|14          | *        | Code of Ethics, adopted as of March 1, 2004 (incorporated by reference from the form 10QSB filed with
 the Commission on November 17, 2004                                                                                                      
|31          | Attached | Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-15(e) and
 15d-15(e) of the Securities and Exchange Act of 1934 as amended, as adopted pursuant to Section 302
 of the Sarbanes-Oxley Act of 2002.
|32          | Attached | Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section
 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                               

* Incorporated by reference to prior filings with the Securities and Exchange Commission.