TABLE OF CONTENTS



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|PART I.           |                                          |                                                                                                                                                                   |    |     
|                  | ITEM 1. FINANCIAL STATEMENTS             |                                                                                                                                                                   |    | 3    |  
|                  |                                          | Unaudited Consolidated Balance Sheet as of March 31, 2004                                                                                                         |    |      | 4 | 
|                  |                                          |                                                                                                                                                                   |    |      |   | 
|                  |                                          | Unaudited Consolidated Statement of Operations for the three month periods ended March 31, 2004 and 2003 and the period since Date of Inception to March 31, 2004 |    |      | 5 | 
|                  |                                          | Unaudited Consolidated Statement of Cash Flows for the three months ended March 31, 2004 and 2003 and the period since Date of Inception to March 31, 2004        |    |      | 6 | 
|                  |                                          | Notes to Unaudited Financial Statements                                                                                                                           |    |      | 7 | 
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|                  | ITEM 2. MANAGEMENT'S PLAN OF OPERATION   |                                                                                                                                                                   |    | 9    |  
|                  | ITEM 3. CONTROLS AND PROCEDURES          |                                                                                                                                                                   |    | 11   |  
|PART II.          |                                          |                                                                                                                                                                   |    |     
|                  |                                          |                                                                                                                                                                   |    |      |  
|                  |                                          |                                                                                                                                                                   |    |      |  
|                  | ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K |                                                                                                                                                                   |    | 11   |  
|                  | SIGNATURES                               |                                                                                                                                                                   |    | 12   |  
|INDEX TO EXHIBITS |                                          |                                                                                                                                                                   | 13 |     

2

### 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, 200                                                                                                                             
|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 200
|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