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

                                   FORM 10-QSB

                                   (Mark One)

[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 for the quarterly period ended March 31, 2005.

[ ] TRANSITION  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
OF 1934 for the transition period from __________ to ________.

                          Commission File No. 001-15337

                               RADIX MARINE, INC.
        (Exact name of small business issuer as specified in its charter)



                Nevada                           84-0503585
       (State of Incorporation)       (IRS Employer Identification No.)

                               5831 NE Minder Road
                                Poulsbo, WA 98370
                    (Address of principal executive offices)

                          9119 Ridgetop Blvd. Suite 260
                              Silverdale, WA 98383
              (Former name, former address and former fiscal year,
                          if changed since last report)

                                 (360) 297-7303
                           (Issuer's telephone number)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

Yes [X] No [ ]

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Indicate by check mark whether the registrant filed all documents and reports
required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court

Yes [ ] No [ ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: As of May 23, 2005 there were issued
and outstanding 125,943,187 shares of Common Stock, $.001 par value per share.

           Transitional Small Business Disclosure Format (check one):

                                 Yes [ ] No [X]



                                       1
<PAGE>


                               RADIX MARINE, INC.
                 March 31, 2005 Quarterly Report on Form 10-QSB





                                      INDEX
                                      -----


                                                                           PAGE
                                                                          NUMBER
                                                                          ------

PART I.  FINANCIAL INFORMATION

Item 1.  Condensed Consolidated Financial Statements (Unaudited)

         Consolidated Balance Sheet as of March 31, 2005                       3

         Consolidated Statements of Operations for the Nine Months
           and Three Months Ended March 31, 2005 and 2004                      4

         Consolidated Statements of Cash Flows for the Nine Months
           and Three Months Ended March 31, 2005 and 2004                      5

         Notes to Financial Statements                                      7-14

Item 2.  Management's Discussion and Analysis of Financial
           Condition and Results of Operations                                15

Item 3.  Controls and Procedures                                              16

PART II. OTHER INFORMATION                                                    16

Item 1.  Legal Proceedings                                                    16

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds          17

Item 3.  Defaults Upon Senior Securities                                      18

Item 4.  Submission of Matters to a Vote of Security Holders                  18

Item 5.  Other Information                                                    18

Item 6.  Exhibits                                                             18

SIGNATURES                                                                    19





                                       2
<PAGE>



PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

RADIX MARINE, INC.
(Formerly Modern MFG Services, Inc.)
CONSOLIDATED BALANCE SHEET
--------------------------------------------------------------------------------


                                                                   March 31,
                                                                     2005
                                                               -----------------
                                                                  (Unaudited)
Assets
   Current Assets
      Cash                                                     $            218
      Accounts receivable                                               110,136
      Inventories                                                        85,179
      Prepaid expenses and other current assets                         102,542
                                                               -----------------

        Total Current Assets                                            298,075
                                                               -----------------

   Property & Equipment
      Property held under capital lease                                 639,404
      Office equipment                                                    5,052
      Shop equipment                                                      8,770
                                                               -----------------

                                                                        653,226
      Less accumulated depreciation                                    (202,854)
                                                               -----------------

                                                                        450,372
                                                               -----------------
   Other Assets
      Intangible assets subject to amortization
        Design rights                                                    24,375
      Intangible assets not subject to amortization
        Goodwill                                                        550,704
                                                               -----------------

                                                                        575,079
                                                               -----------------

        Total Assets                                           $      1,323,526
                                                               =================






                                       3
<PAGE>




RADIX MARINE, INC.
(Formerly Modern MFG Services, Inc.)
CONSOLIDATED BALANCE SHEET
--------------------------------------------------------------------------------


                                                                   March 31,
                                                                     2005
                                                               -----------------
                                                                  (Unaudited)
Liabilities and Stockholders' (Deficit)
   Current Liabilities
      Line of credit payable                                   $            750
      Accounts payable                                                  135,158
      Payroll taxes payable                                              56,365
      Accrued expenses                                                   43,900
      Payable to related parties                                        198,852
      Convertible notes                                                 135,875
      Current maturities of long-term debt                              614,182
      Current maturities of obligations under capital lease             153,382
                                                               -----------------

        Total Current Liabilities                                     1,338,464

      Obligations under capital lease                                   358,614
                                                               -----------------

        Total Liabilities                                             1,697,078
                                                               -----------------

   Stockholders' (Deficit)
      Common stock,  $.001 par value; authorized
        250,000,000 shares; issued and outstanding
        125,943,187 shares as of March 31, 2005                         125,944
      Additional paid-in capital                                      4,809,230
      Deficit accumulated during the development stage               (5,308,726)
                                                               -----------------

        Total Stockholders' (Deficit)                                  (373,552)
                                                               -----------------

        Total Liabilities and Stockholders' (Deficit)          $      1,323,526
                                                               =================




                                       4
<PAGE>




RADIX MARINE, INC.
(Formerly Modern MFG Services, Inc.)
CONSOLIDATED STATEMENTS OF OPERATIONS
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                          Nine Months Ended                Three Months Ended
                                                              March 31,                        March 31,
                                                        2004             2005            2004             2005
                                                    -------------    -------------   -------------   ---------------
                                                     (Unaudited)      (Unaudited)     (Unaudited)      (Unaudited)
<S>                                                      <C>             <C>             <C>               <C>
Income
  Revenue from research & development
     contract                                       $     81,543     $      4,787    $     10,903    $            -
  Product sales                                                -          109,401               -            43,367
  Vessel sales                                            29,614                -          29,614                 -
  Sale of aviation fuel                                        -           85,909               -                 -
                                                    -------------    -------------   -------------   ---------------
                                                         111,157          200,097          40,517            43,367
                                                    -------------    -------------   -------------   ---------------

Expenses
  Cost of sales                                           28,113          174,458          28,113            29,969
  Selling, general and administrative                  1,613,721          579,314         188,915            94,283
  Research and development                                82,443           10,945          27,626                 -
  Impairment loss on license agreement                         -          301,542               -                 -
                                                    -------------    -------------   -------------   ---------------
                                                       1,724,277        1,066,259         244,654           124,252
                                                    -------------    -------------   -------------   ---------------

Other Income (Expenses)
  Interest expense                                       (10,251)        (122,761)           (528)          (48,890)
  Interest income                                              4                -               4                 -
  Gain on disposal of assets                                   -              225               -                 -
  Gain (loss) on stock issuance in exchange for debt    (269,200)               -           6,251                 -
                                                    -------------    -------------   -------------   ---------------
                                                        (279,447)        (122,536)          5,727           (48,890)
                                                    -------------    -------------   -------------   ---------------

  Net Loss                                          $ (1,892,567)    $   (988,698)   $   (198,410)   $     (129,775)
                                                    =============    =============   =============   ===============


Per Share Data
  Basic loss per share                              $      (0.04)    $      (0.01)   $          *    $            *
                                                    =============    =============   =============   ===============

  Weighted average common
      shares outstanding                              45,394,496       89,217,180      58,010,640       117,899,313
                                                    =============    =============   =============   ===============
*Less than $(.01) loss per share
</TABLE>



                                       5
<PAGE>


RADIX MARINE, INC.
(Formerly Modern MFG Services, Inc.)
CONSOLIDATED STATEMENTS OF CASH FLOWS
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                      Nine Months Ended
                                                                          March 31,
                                                                   2004               2005
                                                              ----------------   ----------------
                                                                (Unaudited)        (Unaudited)
<S>                                                                 <C>                <C>
Cash Flows from Operating Activities
   Net Loss                                                   $    (1,892,567)   $      (988,698)
   Adjustments to reconcile net loss to net cash
      used in operating activities:
          Stock issued for services                                 1,242,220             72,000
          Stock issued for payment of interest                              -             17,500
          Loss on stock exchanged for debt                            269,200                  -
          Bad debt expense                                                  -             18,749
          Gain on sale of assets                                            -               (225)
          Depreciation expense                                            758             94,184
          Amortization expense                                         75,386             25,754
          Impairment loss on license agreement                              -            301,542
          (Increase) decrease in assets
            Decrease in accounts receivable                            20,287             31,725
            Decrease in escrow deposits                                30,000                  -
            (Increase) in inventories                                       -            (85,179)
            (Increase) decrease in prepaid expenses and
                other current assets                                   (3,498)           (23,385)
          Increase (decrease) in liabilities
            Increase (decrease) in accounts payable and
                accrued expenses                                     (150,609)           203,485
                                                              ----------------   ----------------

            Net cash used in operating activities                    (408,823)          (332,548)
                                                              ----------------   ----------------

Cash Flows from Investing Activities
   Shop equipment purchases                                                 -             (8,769)
   Proceeds from sale of assets                                             -              2,246
   Advances on loans receivable                                             -             (8,200)
                                                              ----------------   ----------------

          Net cash used in investing activities                             -            (14,723)
                                                              ----------------   ----------------
</TABLE>




                                       6
<PAGE>


RADIX MARINE, INC.
(Formerly Modern MFG Services, Inc.)
CONSOLIDATED STATEMENTS OF CASH FLOWS
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                      Nine Months Ended
                                                                            March 31,
                                                                   2004               2005
                                                              ----------------   ----------------
                                                                (Unaudited)        (Unaudited)
<S>                                                                 <C>                 <C>
Cash Flows from Financing Activities
   Amounts received from related parties                              301,445             17,710
   Amounts received from line of credit                                     -                750
   Amounts received from long-term debt                                48,500                200
   Amounts received from payables to others                                 -             76,283
   Amounts received from convertible notes                             90,000            165,000
   Amounts received from convertible debenture                        250,000                  -
   Amounts received from exercise of common stock warrants                  -             32,681
   Amounts received in connection with the issuance of
      common stock warrants                                                 -            184,043
   Repayments to related parties                                     (130,195)           (19,240)
   Repayments of long-term debt                                             -             (5,600)
   Repayments of obligations under capital lease                            -            (51,049)
   Repayments of payables to others                                         -            (95,891)
                                                              ----------------   ----------------

          Net cash provided by financing activities                   559,750            304,887
                                                              ----------------   ----------------
                                                                                               -
            Net Increase (Decrease) in Cash
                and Cash Equivalents                                  150,927            (42,384)

          Beginning Balance - Cash and Cash Equivalents                   145             42,602
                                                              ----------------   ----------------

          Ending Balance - Cash and Cash Equivalents          $       151,072    $           218
                                                              ================   ================
</TABLE>





                                       7
<PAGE>



RADIX MARINE, INC.
(Formerly Modern MFG Services, Inc.)
CONSOLIDATED STATEMENTS OF CASH FLOWS
--------------------------------------------------------------------------------


                                                           Nine Months Ended
                                                                March 31,
                                                            2004         2005
                                                        -----------  -----------
                                                        (Unaudited)  (Unaudited)

Supplemental Disclosures of Cash Flow Information

    Cash Paid For:

       Interest Expense                                 $     5,187  $   63,985
                                                        ===========  ===========
       Income Taxes                                     $         -  $        -
                                                        ===========  ===========


Non-Cash Financing and Investing Information:

During the nine months ended March 31, 2005, the Company issued 782,034 shares
of its common stock to consultants in the cancellation of $14,800 of
indebtedness.

During the nine months ended March 31, 2005, holders of the Company convertible
debentures exercised their option and converted $21,000 of indebtedness in
exchange for 36,619,584 shares of the Company's common stock. In connection with
the conversion, these investors also exercised prepaid warrants totaling
$170,000 for the purchase of 170,000 additional common shares.

During the nine months ended March 31, 2005, the Company entered into an
agreement to lease shop equipment. The transaction was accounted for as a
capital lease and the Company valued the leased equipment at the present value
of the lease payments totaling $52,000.

During the nine months ended March 31, 2005, the Company issued 15,000,000
shares of its common stock to La Jolla Cove Investors, Inc. for the retirement
of $462,500 of convertible debt and related warrant obligations and $17,500 of
accrued interest. The shares were issued pursuant to certain stipulations of
settlement the Company entered into with La Jolla on January 31, 2005. The
parties are still in dispute and the final outcome of the litigation is
uncertain.

During the nine-months ended March 31, 2005, the Company issued 584,950 shares
of common stock to acquire the design rights for hull designs. These shares were
valued at $25,000 and recorded as an intangible asset.




                                       8
<PAGE>



RADIX MARINE, INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS

NOTE 1 - ORGANIZATION

Radix Marine, Inc. (the "Company"), formerly known as Modern MFG Services, Inc.
is a corporation that was formed under the laws of the State of Colorado on
September 30, 1958. On September 30, 2002 the Company acquired Integrated
Maritime Platforms International, Inc. ("Integrated"). Integrated is currently
developing for construction an Unmanned Surface Vehicle Prototype. It is the
Company's intent to develop and market a complete line of manned and unmanned
marine craft for the domestic and international market.

The Company has entered into a four year research and development contract with
the United States Government acting through the Naval Undersea Warfare Center to
develop a military capability for multiple undersea warfare missions using
Undersea Vehicles with varying levels of manning and autonomy through a
multi-phase program named the Spartan Undersea Warfare Combat Vehicle Program.
In September 2004, the Company commenced its manufacturing operations. As of
March 31, 2005, the Company had open contracts to construct two marine vessels
(contract price $20,000), and kennels for the Washington State Patrol
($100,000), plus several small manufacturing jobs. Income from work during the
preceding nine months included $4,787 from the research and development
contract, $50,751 in manufacturing components for resale, $15,500 in
manufacturing for retail sales (kennels), and $85,909 in wholesale of fuel.

The Company was in the development stage as defined in FASB Statement 7 through
June 30, 2004. The Company has not paid any dividends and dividends, that may be
paid in the future, will depend on the financial requirements of the Company and
other relevant factors.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

                          INTERIM FINANCIAL STATEMENTS

The accompanying unaudited consolidated financial statements are represented in
accordance with the requirements for Form 10-QSB and article 10 of Regulation
S-X and Regulation S-B. Accordingly, they do not include all the disclosures
normally required by generally accepted accounting principles. Reference should
be made to the Radix Marine, Inc. consolidated financial statements for the year
ended June 30, 2004, contained in the Company's Form 10-KSB for additional
disclosures including a summary of the Company's accounting policies, which have
not significantly changed.

In the opinion of the Company's management, the accompanying unaudited
consolidated financial statements contain all adjustments (consisting of normal
recurring accruals) necessary to present fairly the financial position of the
Company as of March 31, 2005, and the results of its operations and cash flows
for the six-month periods ended March 31, 2004 and 2005. The operating results
of the Company on a quarterly basis may not be indicative of operating results
for the full year.

                              BASIS OF PRESENTATION

The Company's consolidated financial statements are prepared using the accrual
method of accounting in accordance with accounting principles generally accepted
in the United States and have been prepared on a going concern basis, which
contemplates the realization of assets and the settlement of liabilities in the
normal course of business.

The accompanying financial statements have been prepared in conformity with
accounting principles generally accepted in the United States of America, which
contemplate continuation of the Company as a going concern. However, the Company
has continued losses. This matter raises substantial doubt about the Company's
ability to continue as a going concern. These financial statements do not
include any adjustments relating to the recoverability and classification of
recorded asset amounts, or amounts and classification of liabilities that might
be necessary should the Company be unable to continue as a going concern.

Management is actively pursuing customer contracts and has commenced operating
its light manufacturing for marine and other products in September 2004. The
Company is still providing services on its government contract. The Company is
still actively seeking financing through loans and the offering of its equity.
Management believes that these sources will allow the Company to continue as a
going concern. However, no assurances can be made that current or anticipated
sources of funds will enable the Company to finance future periods' operations.

                           PRINCIPLES OF CONSOLIDATION

The accompanying consolidated financial statements include the accounts of the
Radix Marine, Inc. and its wholly owned subsidiary, Integrated Maritime
Platforms International, Inc. Intercompany transactions and balances have been
eliminated in consolidation.

                               REVENUE RECOGNITION

The Company recognizes revenue when persuasive evidence of an arrangement
exists, title transfer has occurred, the price is fixed or readily determinable,
and collectibility is probable. Sales are recorded net of sales discounts. The
Company recognizes revenue in accordance with Staff Accounting Bulletin No. 101,
"Revenue Recognition in Financial Statements," as amended by Staff Accounting
Bulletin 104.


                                       9
<PAGE>


                         ALLOWANCE FOR DOUBTFUL ACCOUNTS

The allowance for doubtful accounts on accounts receivable is charged to income
in amounts sufficient to maintain the allowance for uncollectible accounts at a
level management believes is adequate to cover any probable losses. Management
determines the adequacy of the allowance based on historical write-off
percentages and the current status of accounts receivable. Accounts receivable
are charged off against the allowance when collectibility is determined to be
permanently impaired.

                                   INVENTORIES

Inventories are stated at the lower of cost, determined on the FIFO method, or
market.

                             PROPERTY AND EQUIPMENT

Property and equipment are stated at cost. Major renewals and improvements are
charged to the asset accounts while replacements, maintenance and repairs, which
do not improve or extend the lives of the respective assets, are expensed. At
the time property and equipment are retired or otherwise disposed of, the asset
and related accumulated depreciation accounts are relieved of the applicable
amounts. Gains or losses from retirements or sales are credited or charged to
income. The Company depreciates property and equipment on the straight-line
method for financial reporting purposes as follows:



Vessel held under capital lease    5 years
Office equipment                   5 years
Computer software                  3 years
Shop equipment                     7 years


Depreciation expense charged to operations for the nine-months ended March 31,
2004, and 2005 was $758 and $94,631, respectively.

                                LONG-LIVED ASSETS

In August 2001, SFAS No. 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets," was issued establishing new rules and clarifying
implementation issues with SFAS No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed of, "by allowing a
probability-weighted cash flow estimation approach to measure the impairment
loss of a long-lived asset. The statement also established new standards for
accounting for discontinued operations. Transactions that qualify for reporting
in discontinued operations include the disposal of a component of an entity's
operations that comprises operations and cash flow that can be clearly
distinguished, operationally and for financial reporting purposes, from the rest
of the entity. The Company adopted this standard and in accordance with the
statement the Company has reclassified the gain on extinguishment of debt from
extraordinary items to continuing operations.

                               NET LOSS PER SHARE

The Company adopted Statement of Financial Accounting Standards No. 128 that
requires the reporting of both basic and diluted earnings (loss) per share.
Basic earnings (loss) per share is computed by dividing net income (loss)
available to common stockholders by the weighted average number of common shares
outstanding for the period. Diluted earnings (loss) per share reflects the
potential dilution that could occur if securities or other contracts to issue
common stock were exercised or converted into common stock. In accordance with
FASB 128, any anti-dilutive effects on net earnings (loss) per share are
excluded. The Company has convertible debentures and warrants outstanding as of
September 30, 2004, which are considered common stock equivalents and are
anti-dilutive. Accordingly, basic and diluted earnings per share exclude these
common stock equivalents from the related computation.

                            CASH AND CASH EQUIVALENTS

For purposes of the statement of cash flows, the Company considers cash and cash
equivalents to include all stable, highly liquid investments with maturities of
three months or less.

                          CONCENTRATION OF CREDIT RISK

The Company primarily transacts its business with two financial institutions and
maintains its cash in bank deposits, which at times may exceed federally insured
limits. The Company has not experienced any losses in such accounts and believes
it is not exposed to any significant credit risk on cash.



                                       10
<PAGE>


Another concentration of credit risks pertains to its accounts receivable. As of
March 31, 2005, the Company is due $147,193 from four customers. As indicated,
these receivables are unsecured and non-interest bearing. If any one of these
five customers fails to pay, it would create a further hardship on the Company's
ability to continue operating. Balances due from these customers and their
related sales for the three-months ended March 31, 2005 are as follows:

<TABLE>
<CAPTION>
<S>                      <C>                    <C>           <C>         <C>              <C>
                                              ACCOUNTS RECEIVABLE          QUARTERLY SALES
                                           ------------------------  --------------------------
 CUSTOMER             SERVICE                  AMOUNT           %        AMOUNT             %
-----------    --------------------
    1          Manufacturing               $    2,267        1.54%           --             0%
    2          Manufacturing                    2,385        1.62%       28,818           100%
    3          Vessel sales                    91,541       62.19%           --             0%
    4          Fuel sales                      51,000       34.65%           --             0%
                                           -----------  -----------  -----------    -----------
                                           $  147,193      100.00%       28,818           100%
                                           ===========  ===========  ===========    ===========
</TABLE>


As of March 31, 2005, the Company has established an allowance for doubtful
accounts totaling $37,057.

                            RESEARCH AND DEVELOPMENT

The Company expenses research and development costs as incurred.

                                USE OF ESTIMATES

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States 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 amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

                                  INCOME TAXES

The Company accounts for its income taxes under the provisions of Statement of
Financial Accounting Standards 109 ("SFAS 109"). The method of accounting for
income taxes under SFAS 109 is an asset and liability method. The asset and
liability method requires the recognition of deferred tax liabilities and assets
for the expected future tax consequences of temporary differences between tax
bases and financial reporting bases of other assets and liabilities.

                       FAIR VALUE OF FINANCIAL INSTRUMENTS

Pursuant to SFAS No. 107, "Disclosures About Fair Value of Financial
Instruments", the Company is required to estimate the fair value of all
financial instruments included on its balance sheet as of March 31, 2005. The
Company considers the carrying value of such amounts in the financial statements
to approximate their face value.

                   ISSUANCES INVOLVING NON-CASH CONSIDERATION

All issuances of the Company's stock for non-cash consideration have been
assigned a dollar amount equaling either the market value of the shares issued
or the value of consideration received whichever is more readily determinable.
The majority of the non-cash consideration received pertains to services
rendered by consultants and others and have been valued at the market value of
the shares issued.

                                RECLASSIFICATION

Certain amounts in March 31, 2004 have been reclassified to conform to the March
31, 2005 presentation. Such reclassification had no effect on net income as
previously reported.

                                  PENSION PLAN

The Company started a 401(k) plan effective January 1, 2003. All employees
employed on the effective date are eligible. Employees hired after the effective
date are required to have one year of service and be at least twenty-one years
old. The plan has matching contributions, which are discretionary and determined
annually by the plan sponsor. After six years of service the vesting percentage
is 100%. For the nine-months ended March 31, 2005, the Company's pension expense
was $0.




                                       11
<PAGE>



NOTE 3 - INVENTORIES

Inventories as of March 31, 2005 consist of the following:

         Work in process            $85,179
                                    =======


NOTE 4 - INTANGIBLE ASSETS

In February 2005 the Company acquired certain design rights for hull designs.
These rights were valued at $25,000 and purchased through the issue of 584,950
shares of common stock. The design rights are being amortized over a 3-year
period. Amortization expense on these rights for the nine-months ended March 31,
2005 was $625.

Estimated amortization expense for the remaining life of the contract is as
follows for the years ended March 31:

                           2006             $     8,333
                           2007                   8,333
                           2008                   7,709

As of March 31, 2005 the Company has goodwill totaling $550,704 from the
purchase of Integrated Maritime Platforms International, Inc. Originally the
Company allocated $1,300,754 to goodwill and $502,570 to the purchase of a
contract regarding the development and production of an Unmanned Surface
Vehicle. The price of the development contract was being amortized over the
five-year term of the contract. Amortization expense on the contract for the
nine-months ended March 31, 2004 and 2005 was $75,386 and $25,129, respectively.
During the quarter ended December 31, 2004, this contract was determined to be
non-performing and was written off in full. The total impairment loss for the
nine months ended March 31, 2005 was $301,542.

Goodwill is assigned to specific reporting units and is reviewed for possible
impairment at least annually or more frequently upon the occurrence of an event
or when circumstances indicate that the reporting carrying amount exceeds its
fair value. During the year ended June 30, 2003, the Company determined the
carrying amount of net assets acquired in the purchase of Integrated exceeded
their fair values, which was estimated based upon the present value of expected
future cash inflows. Accordingly, a goodwill impairment loss of $750,000 was
recognized by that reporting unit during the year ended June 30, 2003. For the
nine-months ended March 31, 2005, no impairment loss was recognized by the
Company on its goodwill.

NOTE 5 - RELATED PARTY TRANSACTIONS

During the nine-months ended March 31, 2005 the Company's President advanced
$3,200 and received repayments totaling $3,500. The Company also received
$14,200 in advances during the period from another related party, all of which
were repaid as of March 31, 2005. Balances of loans due to officers, directors
and other related parties as of March 31, 2005 amounted to $198,852. These loans
are non-interest bearing, unsecured and due on demand.

NOTE 6 - LINE OF CREDIT

The Company has a $10,000 line of credit with a bank, with an interest rate of
8.75% at March 31, 2005. The principal balance owed as of March 31, 2005, was
$750. The line of credit is secured by all of the Company's assets and is
guaranteed by the officers of the Company. The line of credit matures October
19, 2005.

NOTE 7 - NOTES PAYABLE

                              CONVERTIBLE DEBENTURE

In March of 2004, the Company entered into a securities purchase agreement and
issued a convertible debenture with attached convertible warrants with an
investor. The amount of the convertible debenture is $300,000 and is assessed
interest at an annual rate of 7 3/4 %. The due date of the debenture is March of
2006. The payment of interest shall be in cash or, at the option of the holder,
in shares of common stock of the Company valued at the then conversion price.

The debenture may be converted either in whole or in part up to the full
principal amount in increments of $1,000 into common stock. The number of common
shares into which the debenture may be converted is equal to the dollar amount
of the debenture being converted multiplied by eleven, minus the conversion
price multiplied by ten times the dollar amount of the debenture being
converted, with product of the above computation divided by the conversion
price. The Company shall pay the holder on the conversion date any accrued
interest.

The conversion price shall be equal to the lesser of $0.20 or 70% of the average
of the three lowest volume weighted average prices during the twenty trading
days prior to the election to convert.


                                       12
<PAGE>

If on the day of conversion the volume weighted average price is below $0.05,
then the Company shall have the right to prepay the portion of the debenture
that the holder elected to convert plus any accrued and unpaid interest at 150%
of such amount. If the Company elects to prepay that portion of the debenture
then the holder has the right to withdraw its conversion notice.

Under the terms of the debenture, the shares issued on conversion must be
registered. Therefore, upon notification of a conversion, the Company continues
to file registration statements as required. In the event that the Company's
registration statement has not been declared effective, the holder may demand
repayment of $150% of the debenture, together will all accrued and unpaid
interest in cash. Such repayment must be made within three days. In addition,
the Company must issue immediately to the holder 50,000 shares of common stock
and pay $15,000 for each thirty day period during which the principal amount
including interest remains unpaid with the amount to increase to $20,000 for
each thirty day period after the first ninety day period. During the nine-months
ending March 31, 2005, the investor converted $21,000 of the indebtedness in
exchange for 36,519,584 shares of the Company's common stock. The remaining
balance of the convertible debenture of $267,500 (plus $195,000 of prepaid
warrants and $17,500 of accrued interest) are believed by the Company to have
been retired through the issuance of 15,000,000 shares to the holder in February
2005, pursuant to certain Stipulations of Settlement of a lawsuit by the holder
as discussed in Note 11. Interest charged to operations relating to this
debenture for the nine months ending March 31, 2005 totaled $26,913.

In connection with the issuance of the $300,000 debenture, the Company also
issued warrants to the investor granting the investor the right to purchase
3,000,000 shares of the Company's common stock. The exercise price of the
warrants is $1.00. The expiration date of the warrants is March 2007. During the
nine months ending March 31, 2005, the investor exercised prepaid warrants
totaling $170,000 for the purchase of 170,000 additional common shares, and
exercised new warrants totaling $40,000 for the purchase of 40,000 additional
common shares. Of the $40,000 total for new warrant exercises, the Company
received $32,681 in cash. The remaining $7,319 was offset against the accrued
interest payable on the related debenture.

The holder has the right to exercise at least 5% of the warrants per month
provided that the common shares are available. If the holder does not exercise
at least 5% of the warrants in any month, then the holder will not be entitled
to collect interest on the debenture for that month.

If the Company does not timely honor a debenture conversion or a warrant
exercise and in the ten days the holder purchases shares of common stock of the
Company, then the Company must pay cash to the holder, as liquidated damages, an
amount equal to the purchase price exceeded the principal and/or interest amount
of the debenture or warrant for which such conversion or exercise was not timely
honored with interest at 15% per annum.

In the above transaction, the investor advanced $250,000 in May 2004 towards the
future exercise of the above-indicated warrants. Of the amount advanced, the
investor exercised warrants during the nine-months ended March 31, 2005 to
purchase 160,000 shares of the Company's common stock, thereby reducing the
amount advanced to $0 at March 31, 2005.

In addition, in August 2004, the investor advanced $90,000 for the future
purchase of warrants. Of the $90,000 advance, $10,000 was sent directly to the
Company's attorney as a partial payment for the preparation of a registration
statement on Form SB-2. The $90,000 has been classified to prepaid warrants.
Then in November, 2004, the investor advanced $60,000 for the future purchase of
warrants. Of the $60,000 advanced, $10,000 was sent directly to the Company's
attorney for final payment of a registration statement on Form SB-2. The $60,000
was classified to prepaid warrants, for a total of $150,000. The investor then
advanced $10,000 in December 2004 for the future purchase of warrants, and
classified to prepaid warrants. The investor exercised warrants during the
nine-months ending March 31, 2005 to purchase 10,000 shares, thereby reducing
the amount advanced to $150,000. Finally, the investor advanced $45,000 in
February 2005, pursuant to certain Stipulations of Settlement of a lawsuit by
the holder as discussed in Note 11. The remaining $195,000 of prepaid warrants
(plus $267,500 of convertible debt and $17,500 of accrued interest) are believed
by the Company to have been retired through the issuance of 15,000,000 shares to
the holder in February 2005 as part of these same Stipulations of Settlement.
However, the final outcome of the litigation is still uncertain.


                                       13
<PAGE>


                             OTHER CONVERTIBLE NOTES

In addition, In August 2004, the Company borrowed $5,000 from another third
party evidenced by a convertible note. The note bears interest at annual rate of
8% and is due in November 2004. Under the terms of the note, the note holder has
the right to convert the note into shares of the Company's common stock based on
a price per share equal to 50% of the twenty-day trailing average closing price
of the Company's common stock immediately prior to the date of initial financing
of August 16, 2004.

In February 2005, the Company borrowed $75,000 from another third party
evidenced by a convertible note. The note bears interest at annual rate of 8%
and is due in March 2005. Under the terms of the note, the note holder has the
right to convert up to 20% of the note into shares of the Company's common stock
based on a price per share equal to 50% of the twenty-day trailing average
closing price of the Company's common stock immediately prior to the date of
initial financing of February 10, 2005. In February 2005, this note holder
exercised the option to convert $19,125 of the note balance into 2,125,000
shares of the Company's common stock.

In February 2005, the Company borrowed $50,000 from another third party
evidenced by a convertible note. The note bears interest at annual rate of 8%
and is due in August 2005. Under the terms of the note, the note holder has the
right to convert up to 20% of the note into shares of the Company's common stock
based on a price per share equal to 50% of the twenty-day trailing average
closing price of the Company's common stock immediately prior to the date of
initial financing of February 16, 2005. In February 2005, this note holder
exercised the option to convert $10,000 of the note balance into 1,176,470
shares of the Company's common stock.

In March 2005, the Company borrowed $5,000 from another third party evidenced by
a convertible note. The note bears interest at annual rate of 8% is due in
November 2004. Under the terms of the note, the note holder has the right to
convert the note into shares of the Company's common stock based on a price per
share equal to 50% of the twenty-day trailing average closing price of the
Company's common stock immediately prior to the date of initial financing of
March 1, 2005.

In March 2005, the Company borrowed $30,000 from another third party evidenced
by a convertible note. The note bears interest at annual rate of 8% is due in
November 2004. Under the terms of the note, the note holder has the right to
convert the note into shares of the Company's common stock based on a price per
share equal to 50% of the twenty-day trailing average closing price of the
Company's common stock immediately prior to the date of initial financing of
August 16, 2004.

                      OBLIGATION UNDER LICENSING AGREEMENT

In the purchase of Integrated Maritime, the Company assumed an obligation
evidenced by a promissory note that Integrated owed on the purchase of its
contract to develop the Unmanned Surface Vehicle. Under the terms of the
obligation, total payments cannot exceed $750,000 and the note matures on April
25, 2005. Upon the maturity of the note, any remaining amounts due under the
note are forgiven. However, during the term of the Note, the Company is required
to pay the holder 20% of all amounts raised and from the profit received under
the contract.


                                       14
<PAGE>

The obligation and the related asset were valued at the estimated present value
of the expected future payments over the term of the note of $520,512. In
calculating the present value the Company used an interest rate of 8% per annum.
In addition, the Company accrued interest on this obligation during the nine
months ended March 31, 2005 totaling $28,629. The Company made payments of
$5,600 towards this obligation during this period. The balance due at March 31,
2005, including accrued interest, was $490,434. Under the terms of payment, this
promissory note is in default.

In March of 2005, a demand was made on the company to cure the default on the
note. In lieu of curing the note, in April 2005 the noteholder agreed to extend
the terms of the note to April 25, 2007.

                                PAYABLE TO OTHERS

During the nine-months ended March 31, 2005, the Company issued 782,034 shares
of the Company's common stock in exchange for the cancellation of $14,800 of
indebtedness to third parties.

At March 31, 2005, the Company had payables to third parties totaling $123,748.
These loans are unsecured, non-interest bearing, and due on demand.

A recap of notes payable as of March 31, 2005 is as follows:



Amount due under convertible notes                     $ 165,000
Obligation under licensing agreement                     490,434
Payable to third parties                                 123,748
                                                       ---------
   Total                                                779,182

Less current maturities - convertible notes             (165,000)
Less current maturities - third parties and other       (614,182)
                                                       ---------
   Long-term debt                                      $      --
                                                       =========



NOTE 8 - CAPITALIZED LEASE OBLIGATIONS

The Company has entered into lease contracts for shop equipment and a marine
vessel that are classified as capital leases. The following is a summary of
future minimum payments under these leases for the years ended March 31:

                      2006                                      $   256,453
                      2007                                          182,496
                      2008                                          182,496
                      2009                                           30,416
                                                                ------------

      Total minimum lease payments                                  651,861

      Less: Imputed interest                                       (139,865)
                                                                 ----------

      Present value of minimum capitalized lease payments           511,996

      Less: current maturities                                     (153,382)
                                                                 -----------

      Capitalized lease obligations, long term                  $   358,614
                                                                ============

Assets under capitalized lease obligations have a cost of $639,405 and
accumulated depreciation of $204,445 as of March 31, 2005.

NOTE 9 - INCOME TAXES

Income taxes are provided based on earnings reported for financial statement
purposes pursuant to the provisions of Statement of Financial Accounting
Standards No. 109 ("FASB 109"). FASB 109 uses the asset and liability method to
account for income taxes. That requires recognizing deferred tax liabilities and
assets for the expected future tax consequences of temporary differences between
tax basis and financial reporting basis of assets and liabilities.

An allowance has been provided for by the Company which reduced the tax benefits
accrued by the Company for its net operating losses to zero, as it cannot be
determined when, or if, the tax benefits derived from these operating losses
will materialize. As of December 31, 2004, the Company has unused operating loss
carryforwards, which may provide future tax benefits in the amount of
approximately $4,100,000 which expire in various years through 2024.


                                       15
<PAGE>


NOTE 10 - STOCK ACTIVITY

During the nine-months ended March 31, 2005 the Company issued 782,034 shares of
its common stock in exchange for the cancellation of $14,800 of indebtedness.

During the nine months ended March 31, 2005, holders of the Company convertible
debentures exercised their option and converted $21,000 of indebtedness in
exchange for 36,519,584 shares of the Company's common stock. In connection with
the conversion, these investors also exercised prepaid warrants totaling
$170,000 for the purchase of 170,000 additional common shares, and exercised new
warrants totaling $40,000 for the purchase of 40,000 additional common shares.

During the nine-months ended March 31, 2005 the Company issued 1,500,000 shares
of common stock to officers and members of its Board of Directors as
compensation. The shares were valued at $62,500 and charged to operations.

During the nine-months ended March 31, 2005, the Company issued 584,950 shares
of common stock to acquire the design rights for hull designs. These shares were
valued at $25,000 and recorded as an intangible asset.

During the nine-months ended March 31, 2005 the Company issued 2,150,000 shares
of common stock to subcontractors as payment for services. The shares were
valued at $9,500 and charged to operations.

During the nine-months ended March 31, 2005 the Company issued 2,125,000 shares
of common stock to the holder of a convertible note in exchange for a $19,125
reduction of the note balance.

During the nine-months ended March 31, 2005 the Company issued 1,176,470 shares
of common stock to the holder of a convertible note in exchange for a $10,000
reduction of the note balance.

During the nine-months ended March 31, 2005 the Company issued 15,000,000 shares
of its common stock to La Jolla Cove Investors, Inc. for the retirement of
$267,500 of convertible debt, $195,000 of prepaid warrants and $17,500 of
accrued interest. The issuance of the shares is pursuant to certain Stipulations
of Settlement in a lawsuit between the parties, described further in Note 11.
The final outcome of this litigation is uncertain.

NOTE 11 - CONTINGENT LIABILITIES

A former attorney of the Company reflects an outstanding balance due him from
the Company of approximately $50,000. The Company believes that through cash
payments and through the issuances of shares of its common stock to the
attorney, the Company does not believe that there is any balance due him.
Currently, the Company has contacted the attorney regarding the disputed balance
due, but the attorney has yet to respond.

A complaint has been filed against the Company on June 29, 2004, for sending out
unsolicited advertisements via telephone facsimile machines in violation of the
United States Telephone Consumer Protection Act. The complaint seeks to have
class action certified. Each member of the affected class could assert a claim
of $500. The sending of the unsolicited material was not authorized by the
Company. Management has retained an attorney to represent them in this matter
and management believes that class action status will not be granted. As of
March 31, 2005, there has been no change in the disposition of this case.

In August 2004, the Company filed a lawsuit against Norsco Marine, Inc. for
monies due and breach of contract in the amount of approximately $90,000 plus
accrued interest and attorney fees. A settlement was discussed in November 2004,
whereby the proceeds of a vessel sale would be used to pay the damages sought.
The final proceeds from the sale have not yet been determined and there has
since been no change in the disposition of this case. The Company plans on
pursuing actions against certain individuals in the corporation, as Norsco
Marine, Inc. is no longer a viable entity.

On January 11, 2005, a lawsuit was commenced against the Company and two of its
officers individually, by La Jolla Cove Investors, Inc. in United States
District Court for the District of Southern California, (Case # 05 CV 0049 JAH
(POR)). The dispute arose out of the Company's refusal to deliver approximately
35 million shares demanded by La Jolla in connection with certain conversion
notices delivered by La Jolla to the Company during the month of December 2004.
The Company believes that La Jolla was in material breach of certain conversion
and exercise limitation provisions of the Securities Purchase Agreement, the
Warrant and Convertible Debenture.

The Company negotiated a temporary settlement that required La Jolla to sign
certain Stipulations of Settlement on January 31, 2005, pursuant to which La
Jolla agreed to obtain trading records from Roth Capital Partners and Merriman
Curhan Ford and Company in order to determine the amount of money La Jolla
received selling the Company's common stock. In addition, the parties entered
into a Stipulation whereby La Jolla agreed to suspend litigation against the
Company for 90 days, and a Notice of Withdrawal of Motion for Temporary
Restraining Order and Notice of Withdrawal of Motion for Preliminary Injunction
was subsequently filed with the Court on February 4, 2005. As part of the
settlement, La Jolla paid $45,000 in cash upon settlement. In exchange, on
February 15, 2005 the Company delivered approximately 15 million shares with a
value of $480,000. The Company believes that this amount, coupled with the value
received for the shares of the Company's common stock delivered prior to this
date, as evidenced by trading records, demonstrates that La Jolla Cove has been
paid in full with a reasonable amount of interest. Should La Jolla Cove demand
additional shares or monies, the Company will pursue a counterclaim of breach of
contract, breach of implied covenant of good faith and fair dealing and
violation of usury laws. As of March 31, 2005, there has been no change in the
disposition of this case and the final outcome is uncertain.



                                       16
<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

This report contains forward-looking statements within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934. These statements relate to future events or our future financial
performance. In some cases, you can identify forward-looking statements by
terminology such as "may," "will," "should," "expect," "plan," "anticipate,"
"believe," "estimate," "predict," "potential" or "continue," the negative of
such terms, or other comparable terminology. These statements are only
predictions. Actual events or results may differ materially from those in the
forward-looking statements as a result of various important factors. Although we
believe that the expectations reflected in the forward-looking statements are
reasonable, such should not be regarded as a representation by Radix Marine,
Inc., or any other person, that such forward-looking statements will be
achieved. The business and operations of Radix Marine, Inc. are subject to
substantial risks, which increase the uncertainty inherent in the
forward-looking statements contained in this report.


RESULTS OF OPERATIONS

For the three-months ended March 31, 2004 and 2005:

During the three-month period ended March 31, 2004, the Company had revenue of
$10,903 from its contract with the U.S. Navy and $29,614 from the sale of a
vessel, which cost $28,113 to construct. During the three-month period, the
Company had general and administrative expenses totaling $188,915, which
consisted primarily of vessel lease expense of $30,416, payroll of $33,297,
consulting expense of $63,760, and contract amortization expense of $25,129.

During the three-month period ended March 31, 2004, the Company also incurred
$27,626 in research and development costs, interest expense of $528 and a gain
on stock issuance in exchange for debt totaling $6,251.

During the three-month period ended March 31, 2005, the Company had revenue of
$43,367 from light manufacturing projects. During this three-month period, the
Company had cost of goods sold of $29,969 and general and administrative
expenses totaling $94,283. General and administrative expenses consisted
primarily of depreciation expense of $31,794, payroll and related expenses of
$16,323, rent expense of $11,609, and accounting fees of $6,740.

During the three-months ended March 31, 2005, the Company also incurred interest
expense of $48,890.

For the nine-months ended March 31, 2004 and 2005:

During the nine-month period ending March 31, 2004, the Company had revenue of
$81,543 from its contract with the U.S. Navy and $29,614 from the sale of a
vessel. It incurred general and administrative expenses totaling $1,613,721,
which consisted primarily of consulting and legal fees that totaled $815,254 and
$415,243, respectively, payroll of $82,125, vessel lease costs of $105,546, and
contract amortization expense of $75,386. Substantially all services rendered in
connection with consulting and legal were paid through the issuance of shares of
the Company's common stock. Total common shares issued for legal services during
the six-month period totaled 4,500,000.

During the nine-month period ended March 31, 2004, the Company also incurred
$82,443 in research and development costs, interest expense of $10,251 and a
loss on stock issuance in exchange for debt totaling $269,200.

During the nine-month period ended March 31, 2005, the Company had revenue of
$4,787 from its contract with the U.S. Navy, $85,909 in fuel sales, and $109,401
from light manufacturing projects. During this nine-month period, the Company
had cost of goods sold of $174,458, and general and administrative expenses
totaling $579,314. General and administrative expenses consisted primarily of
depreciation expense of $94,184, payroll and related expenses of $158,534,
stock-based officer and Board of Director compensation expense of $62,500, rent
expense of $45,289, legal fees of $36,255, accounting fees of $32,060,
amortization expense of $25,754 and shareholder costs of $21,362.

During the nine-months ended March 31, 2005, the Company also incurred $10,945
in research and development costs and interest expense of $122,761.

LIQUIDITY AND CAPITAL RESOURCES

Cash and cash equivalents as of March 31, 2004, was increased by $150,927. Cash
from non-operating sources received during this nine-month period came from
loans amounting to $439,945. Included in this amount was $301,445 from related
parties. Repayments to related parties during the nine-month period were
$130,195. Also received was $250,000 from the convertible debenture. During the
nine-months ended March 31, 2004, the company used $408,823 in its operations.

Cash and cash equivalents as of March 31, 2005, was decreased by $42,384. Cash
from non-operating sources received during this nine-month period included loans
amounting to $259,943 and a sale of assets totaling $2,246. Included in this
amount was $17,710 from related parties. Also received was $216,724 from the
issuance and exercise of common stock warrants. Repayments to related parties
during the nine-month period were $19,240. Repayments of other debt obligations
totaled $101,491. Repayments of capital lease obligations totaled $51,049. The
Company made shop equipment purchases totaling $8,769 and advances on loans
receivable of $8,200. During the nine-months ended March 31, 2005, the company
used $332,548 in its operations.


                                       17
<PAGE>

The Company's ability to continue as a going concern is dependent upon several
factors. These factors include the Company's ability to:

o  generate sufficient cash flows to meet the Company's obligations on a
   timely basis;
o  obtain additional financing or refinancing as may be required;
o  aggressively control costs; and
o  achieve profitability and positive cash flows.

To obtain funding for the Company's ongoing operations, the Company entered into
a Securities Purchase Agreement with an accredited investors in March 2004 for
the sale of (i) $300,000 in convertible debentures and (ii) warrants to buy
3,000,000 shares of our common stock.

Through March 31, 2005, La Jolla Cove Investors provided us with an aggregate of
$300,000 as consideration for convertible debenture, $455,000 as advances
against the future exercise of common stock warrants, and $190,000 for the
issuance of our common stock.

OFF-BALANCE SHEET ARRANGEMENTS

We do not have any off balance sheet arrangements that are reasonably likely to
have a current or future effect on our financial condition, revenues, results of
operations, liquidity or capital expenditures.

During the period from April 1, 2005, through May 23, 2005 the Company has not
issued any shares of its common stock.

CRITICAL ACCOUNTING POLICY AND ESTIMATES

Our Management's Discussion and Analysis of Financial Condition and Results of
Operations section discusses our consolidated financial statements, which have
been prepared in accordance with accounting principles generally accepted in the
United States of America. The preparation of these financial statements requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. On an on-going
basis, management evaluates its estimates and judgments, including those related
to revenue recognition, accrued expenses, financing operations, and
contingencies and litigation. Management bases its estimates and judgments on
historical experience and on various other factors that are believed to be
reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying value of assets and liabilities that are not
readily apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions. The most significant
accounting estimates inherent in the preparation of our financial statements
include estimates as to the appropriate carrying value of certain assets and
liabilities which are not readily apparent from other sources. These accounting
policies are described at relevant sections in this discussion and analysis and
in the notes to the financial statements included in our Quarterly Report on
Form 10-QSB for the period ended March 31, 2005.

ITEM 3. CONTROLS AND PROCEDURES

As of the end of the period covered by this report, we conducted an evaluation,
under the supervision and with the participation of our chief executive officer
and chief financial officer of our disclosure controls and procedures (as
defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act). Based upon
this evaluation, our chief executive officer and chief financial officer
concluded that our disclosure controls and procedures are effective to ensure
that information required to be disclosed by us in the reports that we file or
submit under the Exchange Act is recorded, processed, summarized and reported,
within the time periods specified in the Commission's rules and forms. There was
no change in our internal controls or in other factors that could affect these
controls during our last fiscal quarter that has materially affected, or is
reasonably likely to materially affect, our internal control over financial
reporting.

                           PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

A lawsuit known as Spencer vs. Radix Marine, Inc. has been filed against us in
the Circuit Court of the Eighteenth Judicial Circuit of Dupage County, State of
Illinois, on June 29, 2004, for sending out unsolicited advertisements via
telephone facsimile machines in violation of the United States Telephone
Consumer Protection Act. The complaint seeks to have class action certified.
Each member of the affected class, could assert a claim of $500. The sending of
the unsolicited material was not authorized by us. Management has retained an
attorney to represent them in this matter and management believes that class
action status will not be granted.

In August 2004, the Company filed a lawsuit against Norsco Marine, Inc. for
monies due and breach of contract in the amount of approximately $90,000 plus
accrued interest and attorney fees. A settlement was discussed in November 2004,
whereby the proceeds of a vessel sale would be used to pay the damages sought.
The final proceeds from the sale have not yet been determined and there has
since been no change in the disposition of this case. The Company plans on
pursuing actions against certain individuals in the corporation, as Norsco
Marine, Inc. is no longer a viable entity.


                                       18
<PAGE>

On January 11, 2005, a lawsuit was commenced against the Company and two of its
officers individually, by La Jolla Cove Investors, Inc. in United States
District Court for the District of Southern California, (Case # 05 CV 0049 JAH
(POR)). The dispute arose out of the Company's refusal to deliver approximately
35 million shares demanded by La Jolla in connection with certain conversion
notices delivered by La Jolla to the Company during the month of December 2004.
The Company believes that La Jolla was in material breach of certain conversion
and exercise limitation provisions of the Securities Purchase Agreement, the
Warrant and Convertible Debenture.

This lawsuit was initially scheduled for hearing on March 3, 2005 and was
subsequently accelerated to February 17, 2005. In addition, La Jolla later
petitioned for an emergency hearing which was granted. The emergency hearing was
set for February 4, 2005. Said acceleration did not allow the Company sufficient
time to prepare defenses, counterclaims nor conduct thorough discovery.
Accordingly, the Company commenced settlement discussions with La Jolla.

The Company negotiated a temporary settlement that required La Jolla to sign
certain Stipulations of Settlement on January 31, 2005, pursuant to which La
Jolla agreed to obtain trading records from Roth Capital Partners and Merriman
Curhan Ford and Company in order to determine the amount of money La Jolla
received selling the Company's common stock. In addition, the parties entered
into a Stipulation whereby La Jolla agreed to suspend litigation against the
Company for 90 days, and a Notice of Withdrawal of Motion for Temporary
Restraining Order and Notice of Withdrawal of Motion for Preliminary Injunction
was subsequently filed with the Court on February 4, 2005. As part of the
settlement, La Jolla paid $45,000 in cash upon settlement. In exchange, on
February 15, 2005 the Company delivered approximately 15 million shares with a
value of $480,000. The Company believes that this amount, coupled with the value
received for the shares of the Company's common stock delivered prior to this
date, as evidenced by trading records, demonstrate that La Jolla Cove has been
paid in full with a reasonable amount of interest. Should La Jolla Cove demand
additional shares or monies, the Company will pursue a counterclaim of breach of
contract, breach of implied covenant of good faith and fair dealing and
violation of usury laws.

From time to time, we may become party to litigation or other legal proceedings
that we consider to be a part of the ordinary course of our business. We may
become involved in material legal proceedings in the future.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The securities described below represent securities of the Company which were
sold by it during the three month period ended March 31, 2005, that were not
registered under the Securities Act of 1933, as amended (the "Securities Act").
Unless otherwise specified below, the offerings and sales were deemed to be
exempt under Regulation D and Section 4(2) of the Securities Act. No advertising
or general solicitation was employed in offering the securities. The offerings
and sales were made to a limited number of persons, all of whom were business
associates of the Company or executive officers and/or directors of the Company,
and transfer was restricted by the Company in accordance with the requirements
of the Securities Act.

To obtain funding for our ongoing operations, we entered into a Securities
Purchase Agreement with an accredited investor on March 17, 2004 for the sale of
(i) $300,000 in convertible debentures and (ii) warrants to buy 3,000,000 shares
of our common stock.

As of March 31, 2005, the investors provided us with an aggregate of $300,000 in
convertible debenture and $455,000 as advances of future exercise of common
stock warrants and $190,000 for the issuance of common stock. A recap of these
advances is as follows:

o   $250,000 was disbursed to us on March 18, 2004; with an additional $50,000
    which was been retained for services provided to our company by various
    professionals, and was directly disbursed upon effectiveness of our
    registration statement; We received back $20,000 of the $50,000 retainer in
    April 2004.
o   $250,000 was disbursed on May 5, 2004 upon effectiveness of the
    registration;
o   In exchange for issuing La Jolla 2,500,000, we received $100,000 on June 28,
    2004; with an additional $50,000 retained for professional services;
o   $80,000 was disbursed to us on August 16, 2004; with an additional $10,000,
    which was directly disbursed for professional services;
o   $49,043.03 was disbursed to us on November 8, 2004; with an additional
    $10,000 which was directly disbursed for legal services, and $956.97 which
    was directly disbursed for filing fees;
o   $2,681.42 was disbursed to us on December 1, 2004; with an additional
    $7,318.58 withheld for interest against the convertible debenture;
o   $10,000 was disbursed on December 6, 2004;
o   $10,000 was disbursed on December 16, 2004;
o   $10,000 was disbursed on December 21, 2004; and
o   $10,000 was disbursed on December 29, 2004.
o   $45,000 was disbursed on February 1, 2005

The debentures bear interest at 7 3/4%, mature two years from the date of
issuance, and are convertible into our common stock, at the selling
stockholder's option. The convertible debentures are convertible into the number
of our shares of common stock equal to the principal amount of the debentures
being converted multiplied by 11, less the product of the conversion price


                                       19
<PAGE>

multiplied by ten times the dollar amount of the debenture. The conversion price
for the convertible debenture is the lesser of (i) $0.20 or (ii) eighty percent
of the of the average of the three lowest volume weighted average prices during
the twenty (20) trading days prior to the conversion. Accordingly, there is in
fact no limit on the number of shares into which the debenture may be converted.
In addition, the selling stockholder is obligated to exercise the warrant
concurrently with the submission of a conversion notice by the selling
stockholder. The warrant is exercisable into 3,000,000 shares of common stock at
an exercise price of $1.00 per share.

The selling stockholder has contractually agreed to restrict its ability to
convert or exercise its warrants and receive shares of our common stock such
that the number of shares of common stock held by them and their affiliates
after such conversion or exercise does not exceed 4.9% of the then issued and
outstanding shares of common stock.

During the nine-months ended March 31, 2005 the Company issued 782,034 shares of
its common stock in exchange for the cancellation of $14,800 of indebtedness.

During the nine months ended March 31, 2005, holders of the Company convertible
debentures exercised their option and converted $21,000 of indebtedness in
exchange for 36,519,584 shares of the Company's common stock. In connection with
the conversion, these investors also exercised prepaid warrants totaling
$170,000 for the purchase of 170,000 additional common shares, and exercised new
warrants totaling $40,000 for the purchase of 40,000 additional common shares.

During the nine-months ended March 31, 2005 the Company issued 1,500,000 shares
of common stock to officers and members of its Board of Directors as
compensation. The shares were valued at $62,500 and charged to operations.

During the nine-months ended March 31, 2005, the Company issued 584,950 shares
of common stock to acquire the design rights for hull designs. These shares were
valued at $25,000 and recorded as an intangible asset.

During the nine-months ended March 31, 2005 the Company issued 2,150,000 shares
of common stock to subcontractors as payment for services. The shares were
valued at $9,500 and charged to operations.

During the nine-months ended March 31, 2005 the Company issued 2,125,000 shares
of common stock to the holder of a convertible note in exchange for a $19,125
reduction of the note balance.

During the nine-months ended March 31, 2005 the Company issued 1,176,470 shares
of common stock to the holder of a convertible note in exchange for a $10,000
reduction of the note balance.

During the nine-months ended March 31, 2005 the Company issued 15,000,000 shares
of its common stock to La Jolla Cove Investors, Inc. for the retirement of
$267,500 of convertible debt, $195,000 of prepaid warrants and $17,500 of
accrued interest. The issuance of the shares is pursuant to certain Stipulations
of Settlement in a lawsuit between the parties, described further in Note 11.
The final outcome of this litigation is uncertain.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

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

Not applicable.

ITEM 5. OTHER INFORMATION

Not applicable

ITEM 6. EXHIBITS

(a) Exhibits

31.1 Certification by Kathy Bright, Chief Executive Officer pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.

31.2 Certification by Scott Edwards, Chief Financial Officer pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.

32.1 Certification by Kathy Bright, Chief Executive Officer pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.

32.2 Certification by Scott Edwards, Chief Financial Officer, pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.



                                       20
<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.

                               RADIX MARINE, INC.




                                         By: /s/ Kathy Bright
                                             --------------------------------
                                             Kathy Bright
                                             Chief Executive Officer


Dated: May 24, 2005




Dated: May 24, 2005
                                         By:  /s/ Scott Edwards
                                              -------------------------------
                                              Scott Edwards
                                              Chief Financial Officer