UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-KSB/A



(X) ANNUAL   REPORT PURSUANT TO UNDER  SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For the fiscal year ended February 28, 2005



Commission File Number: 000-31567



Bio-Warm Corporation

(Exact name of small business issuer as specified in its charter)



Nevada                                                                                                           
35-0511303

(State or other jurisdiction of                                                                         (I.R.S. Employer Identification No.)

incorporation or organization)



17011 Beach Blvd., Suite 1230, Huntington Beach, CA 92647

(Address of principal executive offices)



(714) 843-5462

(Issuer's Telephone Number)



APPLICABLE ONLY TO CORPORATE ISSUERS



State the number of shares outstanding of each of the issuer's classes of common equity, as of   the best latest practical date. As of February 28, 2005, there were 65,093,829 shares of the issuer's $.001 par value common stock issued and outstanding.



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TABLE OF CONTENTS



PART I



ITEM 1. DESCRIPTION OF BUSINESS



ITEM 2. DESCRIPTION OF PROPERTIES



ITEM 3. LEGAL PROCEEDINGS



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



PART II



ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS



ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS



ITEM 7. FINANCIAL STATEMENTS



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



ITEM 9.CONTROLS AND PROCEDURES





PART III



ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS



ITEM 11. EXECUTIVE COMPENSATION



ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT



ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS



ITEM 14. EXHIBITS AND REPORTS ON FORM 8-K



ITEM 15. PRINCIPAL ACCOUNTANTS FEES AND SERVICES



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PART I



ITEM 1. DESCRIPTION OF BUSINESS.



Our corporate history contains several mergers and re-incorporations. We were originally organized under the laws of the State of Nevada on June 18, 1990 using the name CCC-Huntor Associates, Inc. and reincorporated in Texas using the name Aster Buzbuilders, Inc. in June 1995 and entered into a Plan of Reorganization and Merger dated May 14, 1996 to acquire all the capital stock of Vitatonics Corp., a Nevada corporation which had been incorporated on February 21, 1995 using the name Fitonics Corporation; Fitonics Corporation changed its name to Vitatonics Corp. on March 10, 1995. Under the Plan of Reorganization and Merger, Vitatonics Corp. became a wholly-owned subsidiary of Aster Buzbuilders, Inc. which, in turn, issued 6,000,000 shares of its common stock to the shareholders of Vitatonics Corp., which then dissolved. This reorganization was accounted for as a recapitalization of Vitatonics Corp. for accounting purposes because its shareholders controlled the company after the merger.



From December, 1997 through June 2003 we were essentially inactive until we were joined by   management, at which time we took the corporate name Rapid Bio Tests Corporation . In June 2003, we entered into employment and share purchase agreements with Dr. Geoffrey Seaman, Dr. Paul Hemmes, and Dr. David Regan in order to retain their management and technical services and to purchase the intellectual property necessary to develop our proposed medical testing products. Pursuant to these agreements, we issued 15,000,000 shares of our common stock to them, and with their assistance, we intended to develop, manufacture and market a series of rapid, sensitive, accurate and reliable diagnostic tests that could be used to detect a variety of human diseases and conditions, and which would have utility in a variety of veterinary and agricultural products.



However, due to the sudden death of our late Chairman and Chief Executive Officer, Dr. Geoffrey Seaman and the subsequent resignation of Dr. Michael A. Huchital, our new Chief Executive Officer who had succeeded Dr. Geoffrey Seaman, our management was no longer convinced that the Company would be well-positioned to pursue the development of diagnostic tests as its core business. As a result, the Company entered into a Stock Purchase Agreement dated December 2, 2004 to acquire 100% of Mirae Tech Company, Ltd., a Republic of Korea corporation established in 2001, which is engaged in the manufacturing and marketing of far infrared conductive textile products, in exchange for 8,000,000 restricted shared of common stock of the company. However, This agreement was rescinded in April 2006 retroactively to the original agreement date.



Effective December 2, 2004, Board of Directors were replaced by new board members with Johnny Park as President. The Company changed  its name to Bio-Warm Corporation effective December 6, 2004.



On March 30, 2007, the Company consummated a merger agreement with DAI DUNG Metallic Manufacture Construction  Trade Co., Ltd. (DDCI), a company duly organized and existing under the laws of Socialist Republic of Vietnam, with its principal offices at B23/474C Tran Dai Nghia St., Tan Nhat Village, Binh Chanh District, Ho Chi Minh City, Vietnam. The merger of DDCI with the Company was accounted for as a reverse acquisition under the purchase method of accounting since the shareholders of DDCI obtained control of the consolidated entity (the "Company"). Accordingly, the merger of the two companies is recorded as a recapitalization of Bio-Warm Corporation with DDCI  being treated as the continuing entity.





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RISK FACTORS

An investment in our stock involves a number of risks, including but not limited to the following. You should carefully consider these  risks relating to our business and our common stock, together with the other information described elsewhere in this Form 10-KSB. If any of the following risks actually occur, our business, results of operations and financial condition could be materially affected, the trading price of our common stock could decline significantly, and you might lose all or part of your investment.

We are a development stage company, which makes it difficult to evaluate whether we will generate any revenue profitably in the future.

We are a development company and did not generate any revenue since March 1, 2001, therfore do not have a meaningful historical record of an established business track record.

The future of our company will depend upon our ability to continue to obtain additional capital, sufficient financing and to succeed in our future operations.. To the extent that we cannot achieve our plans and generate revenues which exceed expenses on a consistent basis and in a timely manner, our business, results of operations, financial condition and prospects could be materially adversely affected.

Acquisition entails risks that may negatively impact our operating results.

Our company was subsequently acquired by an entity in Vietnam, as described in the description of business above. Acquisition entails numerous risks, including difficulties in the assimilation of acquired operations and products, diversion of management's attention from other business concerns, amortization of acquired intangible assets and potential loss of key employees of acquired companies. We have limited experience in assimilating acquired organizations into our operations. No assurance can be given as to the Company's ability to integrate successfully any operations, personnel, services or products that have been acquired. Failure to successfully assimilate acquired organizations could have a material adverse effect on the Company's business, financial condition and operating results.

Our stock price is highly volatile.

The trading price of our common stock has fluctuated significantly in the past, and is likely to remain volatile in the future. The trading price of our common stock could be subject to wide fluctuations in response to many events or factors, including the following:

*    quarterly variations in our operating results;

*    any deviation from projected growth rates in revenues;

*    additions or departures of key management or design personnel;

*    announcements by us or our competitors of new products, or significant acquisitions, strategic partnerships or joint ventures;

*    difficulties or failures in integration of our
acquisitions

*    future sales of our common stock; and

*    activities of short sellers and risk arbitrageurs;

We do not expect to declare or pay any dividends.



We have not declared or paid any dividends on our common stock since our inception, and we do not anticipate paying any such dividends for the foreseeable future.



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ITEM 2. DESCRIPTION OF  PROPERTY



OUR FACILITIES.



Our executive, administrative and operating office is located at 17011 Beach Blvd. Suite 1230, Huntington Beach, CA 92647.



ITEM 3. LEGAL PROCEEDINGS.



There are no legal actions pending against us nor are any legal actions contemplated by us at this time.



ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS



Not  applicable





PART II



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



REPORTS TO SECURITY HOLDERS.



We are a reporting company with the Securities and Exchange Commission, or SEC. The public may read and copy any materials filed with the SEC at the SEC's Public Reference Room at 450 Fifth Street N.W., Washington, D.C. 20549. The public may also obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The address of that site is http://www.sec.gov.



PRICES OF COMMON STOCK.



We participated in the OTC Bulletin Board, an electronic quotation medium for securities traded outside of the Nasdaq Stock Market, and prices for our common stock are published on the OTC Bulletin Board under the trading symbol "BOWC" through the year ended February 28, 2005. This market is extremely limited and the prices quoted are not a reliable indication of the value of our common stock.



Following is information about the range of high and low bid prices for our common stock for each fiscal quarter as far back as relevant information is available; in June 2003, we had a reverse stock split. The source of this information is Yahoo! finance. These quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission, and may not necessarily represent actual transactions.



|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|QUARTER ENDED                                             HIGH BID QUOTATION       LOW BID QUOTATION
February 29, 2005                                                                    $0. 47                                $0.15
November 30, 2004                                                                 $0. 23                               $0.06
August 31, 2004                                                                       $0.30                                 $0.12
May 31, 2004                                                                            $0.50                                 $0.18
February 29, 2004                                                                    $1.12                                 $0.23
November 30, 2003                                                                  $0.55                                 $0.27
August 31, 2003                                                                       $0.35                                 $0.35
---------------------        --------------------------





DESCRIPTION OF CAPITAL STOCK.



We are authorized to issue 120,000,000 shares of $.001 par value common stock. As of February 28, 2005, there were 65,093,829 shares of our common stock issued and outstanding. Holders of shares of our common stock are entitled to receive dividends as and when declared by our Board of Directors from funds legally available therefore. All the shares of our common stock have equal voting rights and, according to the opinion of our legal counsel, are non-assessable. Each shareholder of our common stock is entitled to share ratably in any assets available for distribution to holders our equity securities upon our liquidation . Holders of our common stock do not have preemption rights.



EQUITY COMPENSATION PLANS.



We had 6,000,000 options authorized for issuance under our 2003 Stock Option Plan, as amended, of which 4,000,000 were issued in the fiscal year ended February 28, 2005.



PENNY STOCK REGULATION.



Shares of our common stock are subject to rules adopted by the Securities and Exchange Commission that regulate broker-dealer practices in connection with transactions in "penny stocks". Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the Nasdaq system, provided that current price and volume information with respect to transactions in those securities is provided by the exchange or system). The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, deliver a standardized risk disclosure document prepared by the Securities and Exchange Commission, which contains the following:



-

a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;

-

a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to violation to such duties or other requirements of securities laws;

-               a brief, clear, narrative description of a dealer market, including "bid" and "ask" prices for penny stocks and the significance of the spread between the "bid" and "ask" price;

-               a toll-free telephone number for inquiries on disciplinary actions;

-               definitions of significant terms in the disclosure document or in the conduct of trading in penny stocks; and

-               such other information and is in such form (including language, type, size and format), as the Securities and Exchange Commission shall require by rule or regulation.



Prior to effecting any transaction in penny stock, the broker-dealer also must provide the customer the following:



-               the bid and offer quotations for the penny stock;

-               the compensation of the broker-dealer and its salesperson in the transaction;

-               the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and

-               monthly account statements showing the market value of each penny stock held in the customer's account.



In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitably statement. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for a stock that becomes subject to the penny stock rules. Holders of shares of our common stock may have difficulty selling those shares because our common stock will probably be subject to the penny stock rules.





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



THIS FOLLOWING INFORMATION SPECIFIES CERTAIN FORWARD-LOOKING STATEMENTS OF MANAGEMENT OF THE COMPANY. FORWARD-LOOKING STATEMENTS ARE STATEMENTS THAT ESTIMATE THE HAPPENING OF FUTURE EVENTS ARE NOT BASED ON HISTORICAL FACT. FORWARD-LOOKING STATEMENTS MAY BE IDENTIFIED BY THE USE OF FORWARD-LOOKING TERMINOLOGY, SUCH AS "MAY", "SHALL", "COULD", "EXPECT", "ESTIMATE", "ANTICIPATE", "PREDICT", "PROBABLE", "POSSIBLE", "SHOULD", "CONTINUE", OR SIMILAR TERMS, VARIATIONS OF THOSE TERMS OR THE NEGATIVE OF THOSE TERMS. THE FORWARD-LOOKING STATEMENTS SPECIFIED IN THE FOLLOWING INFORMATION HAVE BEEN COMPILED BY OUR MANAGEMENT ON THE BASIS OF ASSUMPTIONS MADE BY MANAGEMENT AND CONSIDERED BY MANAGEMENT TO BE REASONABLE. OUR FUTURE OPERATING RESULTS, HOWEVER, ARE IMPOSSIBLE TO PREDICT AND NO REPRESENTATION, GUARANTY, OR WARRANTY IS TO BE INFERRED FROM THOSE FORWARD-LOOKING STATEMENTS.

THE ASSUMPTIONS USED FOR PURPOSES OF THE FORWARD-LOOKING STATEMENTS SPECIFIED IN THE FOLLOWING INFORMATION REPRESENT ESTIMATES OF FUTURE EVENTS AND ARE SUBJECT TO UNCERTAINTY AS TO POSSIBLE CHANGES IN ECONOMIC, LEGISLATIVE, INDUSTRY, AND OTHER CIRCUMSTANCES. AS A RESULT, THE IDENTIFICATION AND INTERPRETATION OF DATA AND OTHER INFORMATION AND THEIR USE IN DEVELOPING AND SELECTING ASSUMPTIONS FROM AND AMONG REASONABLE ALTERNATIVES REQUIRE THE EXERCISE OF JUDGMENT. TO THE EXTENT THAT THE ASSUMED EVENTS DO NOT OCCUR, THE OUTCOME MAY VARY SUBSTANTIALLY FROM ANTICIPATED OR PROJECTED RESULTS, AND, ACCORDINGLY, NO OPINION IS EXPRESSED ON THE ACHIEVABILITY OF THOSE FORWARD-LOOKING STATEMENTS. NO ASSURANCE CAN BE GIVEN THAT ANY OF THE ASSUMPTIONS RELATING TO THE FORWARD-LOOKING STATEMENTS SPECIFIED IN THE FOLLOWING INFORMATION ARE ACCURATE, AND WE ASSUME NO OBLIGATION TO UPDATE ANY SUCH FORWARD-LOOKING STATEMENTS.



CRITICAL ACCOUNTING POLICY AND ESTIMATES.



Our Management's Discussion and Analysis of Financial Condition and Results of Operations section discusses our 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 amounts to accrue for accounting and legal expenses. These accounting policies are described at relevant sections in this discussion and analysis and in the notes to the financial statements included in our Annual Report on Form 10-KSB for the year ended February 28, 2005.



MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



LIQUIDITY AND CAPITAL RESOURCES.



As of February 28, 2005, we have cash of $0.  We believe that our available cash is not sufficient to pay our day-to-day expenditures or to move forward with the development of our business. We have no source of revenues and will need to rely on loans or contributions from our management in order to continue operations, unless we are able to



identify another source of funding. We are unable to generate revenues from sales of our products. As of February 28, 2005, our total current liabilities were $147,852  which was represented by $45,250  of accounts payable, $3,744 i n accounts payable to a related party, $4,500  in accrued expenses, $60,992  in accrued salaries, $691 in accrued interest, $613 in accrued interest to related parties, and $32,062  in notes payable..



FOR THE YEAR ENDED FEBRUARY 28, 2005 COMPARED TO THE YEAR ENDED FEBRUARY 29,  2004.



RESULTS OF OPERATIONS.



REVENUES. For the years ended February 28, 2005 and 2004, were zero.



OPERATING EXPENSES.



For the year ended February 28, 2005, our total operating expenses were $528,053  compared to total expenses of $2,176,096 for the corresponding period in 2004. The decrease in operating expenses for the year ended February 28, 2005 were due to decrease in officer salaries which we had $0 in the year ended February 28.2005 compared to $60,000 in the prior year. In addition, the consulting fees decreased to $424,815 in the year ended February 28.2005 compared to $2,054,198 in the prior year. We had legal fees  of $20,375 in the year ended February 28.2005 compared to $31,284 in the prior year. General and administrative expenses were increased to $83,863in comparison to the same period ending February 29, 2004 of $30,614.



OTHER EXPENSES.



For the year ended February 28, 2005, we recorded an interest expense of $943 and a loss from abandonment of acquisition of $6,863,400. Therefore, our net loss was $7,393,396  for the year ended February 28, 2005. We had  $859 in interest expenses for the year ended February 28, 2004 and net loss for the prior year  was $2,176,955.



OUR PLAN OF OPERATION FOR THE NEXT TWELVE MONTHS.



We have not yet generated any significant revenues from operations... We plan on raising additional operating funds through loans, convertible debentures, other borrowings or the sale of our common stock. Our forecast of the period of time through which our financial resources will be adequate to support our operations is a forward-looking statement that involves risks and uncertainties, and actual results could vary as a result of a number of factors. There is no guarantee that we will be able to sell shares of our common stock or that we will be able to arrange for borrowings on acceptable terms if at all.



Our inability to access the capital markets or obtain acceptable financing could harm our results of operations and financial condition. To the extent that additional capital is raised through the sale of equity or equity-related securities, the issuance of such securities could result in dilution of our stockholders. We cannot guarantee  that additional funding will be available on favorable terms.



OFF-BALANCE SHEET ARRANGEMENTS.



There are no off balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.



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ITEM 7. FINANCIAL STATEMENTS



BIO-WARM CORPORATION

Year Ended February 28, 2005

FINANCIAL STATEMENTS





TABLE OF CONTENTS

PAGE



INDEPENDENT AUDITOR'S REPORT----------------------------

F-1



BALANCE SHEET...............................................................

F-2



STATEMENT OF OPERATIONS ....................................................

F-3



STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)..............................                                             F-4



STATEMENT OF CASH FLOWS.....................................................

F-5



NOTES TO FINANCIAL STATEMENTS..........................................

F-6 - F-12







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Report of Independent Registered Public Accounting Firm





Board of Directors

Bio-Warm Corporation

Huntington Beach, California





We have audited the accompanying consolidated balance sheet of Bio-Warm Corporation (a development stage company), formerly known as Rapid Bio Tests Corporation, as of February 28, 2005, and the related consolidated statements of operations, stockholders' deficit and cash flows for the year ended February 28, 2005.  These financial statements are the responsibility of the Company's management.  Our responsibility is to express an opinion on these financial statements based on our audit.



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



In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Bio-Warm Corporation, as of February 28, 2005, and the results of their operations and their cash flows for the year then ended,  in conformity with accounting principles generally accepted in the United States of America.



The financial statements for the year ended February 29, 2004, were audited by other accountants, whose report dated June 14, 2004 on those statements included an explanatory paragraph describing conditions that raised substantial doubt about the Company's ability to continue as a going concern.



The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 1 to the financial statements, the Company's recurring losses from operations and its difficulties in generating sufficient cash flow to meet its obligations and sustain its operations raise substantial doubt about its ability to continue as a going concern.  Management's plans concerning these matters are also described in Note 1.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.









Jaspers + Hall, PC

Denver, Colorado

July 11, 2005

Revision April 30, 2008



F-1

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|                                            |                                                     |                  |                    |                 |                
|------------------------------------------- | --------------------------------------------------- | ---------------- | ------------------ | --------------- | ---------------
|BIO-WARM CORPORATION                       
|(Formerly Rapid Bio Tests Corporation)     
|(Development Stage Company)                
|Balance Sheets                             
|                                            |                                                     |                  | (Restated)         |                 |                
|ASSETS                                      |                                                     | 2005             |                    | 2004           
|                                            |                                                     |                  |                    |                 |                
|Current Assets:                             |                                                     |                  |                    |                
|                                            | Cash                                                |                  | $                - |                 | $             1
|                                            |                                                     |                  |                    |                 |                
|                                            |                                                     |                  |                    |                 |                
|LIABILITIES AND STOCKHOLDERS' DEFICIT       |                                                     |                  |                    |                
|                                            |                                                     |                  |                    |                 |                
|Current Liabilities:                        |                                                     |                  |                    |                
|                                            | Accounts payable - trade                            |                  | $       45,250     |                 | $     27,716   
|                                            | Accounts payable - related parties                  |                  | 3,744              |                 | 8,920          
|                                            | Accrued expenses                                    |                  | 4,500              |                 | 4,500          
|                                            | Accrued salaries                                    |                  | 60,992             |                 | 53,150         
|                                            | Accrued interest                                    |                  | 691                |                 | 301            
|                                            | Accrued interest - related parties                  |                  | 613                |                 | 60             
|                                            | Notes payable                                       |                  | 32,062             |                 | 10,000         
|                                            | Notes payable - related parties                     |                  | -                  |                 | 13,000         
|                                            | Total Current Liabilities                           |                  | 147,852            |                 | 117,647        
|                                            |                                                     |                  |                    |                 |                
|Stockholders' Deficit:                      |                                                     |                  |                    |                
|                                            | Common stock, $.001 par value; 120,000,000 shares   |                  |                    |                 |                
|                                            | authorized; 65,093,829 and 20,584,214 shares issued |                  |                    |                 |                
|                                            | and outstanding, respectively                       |                  | 65,093             |                 | 20,584         
|                                            | Additional paid-in capital                          |                  | 10,816,617         |                 | 2,918,638      
|                                            | Prepaid services                                    |                  | -                  |                 | (18,802)       
|                                            | Stock subscription receivable                       |                  | (598,100)          |                 | -              
|                                            | Accumulated deficit prior to development stage      |                  | (989,057)          |                 | (989,057)      
|                                            | Accumulated deficit                                 |                  | (9,442,405)        |                 | (2,049,009)    
|                                            | Total Stockholders' Deficit                         |                  | (147,852)          |                 | (117,646)      
|                                            |                                                     |                  |                    |                 |                
|TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT |                                                     | $              - |                    | $             1
|                                            |                                                     |                  |                    |                 |                
|                                            |                                                     |                  |                    |                 |                
|                                            |                                                     |                  |                    |                 |                
|                                            |                                                     |                  |                    |                 |                

The accompanying notes are integral part of these financial statements.



F-2

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|                                       |                                     |             |                     |             |                   |             |                    |  | 
|-------------------------------------- | ----------------------------------- | ----------- | ------------------- | ----------- | ----------------- | ----------- | ------------------ |  | 
|BIO-WARM CORPORATION                   |                                    
|(Formerly Rapid Bio Tests Corporation) |                                    
|(Development Stage Company)            |                                    
|Statements of Operations               |                                    
|                                       |                                     |             |                     |             |                   |             | From Inception of 
|                                       |                                     |             | For the Years Ended |             | Development Stage
|                                       |                                     |             | February 28,        |             | February 29,      |             | (March 1, 2001) to
|                                       |                                     |             | 2005                |             | 2004              |             | February 28, 2005  | 
|                                       |                                     |             | (Restated)          |             |                   |             | (Restated)         | 
|                                       |                                     |             |                     |             |                   |             |                    | 
|REVENUES                               | $                                   | -           | $                   | -           | $                 | -           |                   
|                                       |                                     |             |                     |             |                   |             |                    | 
|OPERATING EXPENSES                     |                                     |             |                     |             |                   |             |                   
|                                       |                                     |             |                     |             |                   |             |                    | 
|                                       | Officer salaries                    |             | -                   |             | 60,000            |             | 61,000             | 
|                                       | Consulting fees                     |             | 424,815             |             | 2,054,198         |             | 2,486,224          | 
|                                       | Legal fees                          |             | 20,375              |             | 31,284            |             | 51,659             | 
|                                       | General and administrative expenses |             | 83,863              |             | 30,614            |             | 155,315            | 
|                                       |                                     |             | 529,053             |             | 2,176,096         |             | 2,754,198          | 
|                                       |                                     |             |                     |             |                   |             |                    | 
|NET LOSS FROM OPERATIONS               |                                     | (529,053)   |                     | (2,176,096) |                   | (2,754,198) |                   
|                                       |                                     |             |                     |             |                   |             |                    | 
|OTHER INCOME/(EXPENSES):               |                                     |             |                     |             |                   |             |                   
|                                       | Gain on extinguishment of debt      |             | -                   |             | -                 |             | 189,233            | 
|                                       | Loss on abandonment of acquisition  |             | (6,863,400)         |             | -                 |             | (6,863,400)        | 
|                                       | Interest expense                    |             | (943)               |             | (859)             |             | (14,040)           | 
|                                       |                                     |             | (6,864,343)         |             | (859)             |             | (6,688,207)        | 
|                                       |                                     |             |                     |             |                   |             |                    | 
|NET LOSS BEFORE INCOME TAX             |                                     | (7,393,396) |                     | (2,176,955) |                   | (9,442,405) |                   
|                                       | Income Taxes                        |             | -                   |             | -                 |             | -                  | 
|                                       |                                     |             |                     |             |                   |             |                    | 
|NET LOSS                               | $                                   | (7,393,396) | $                   | (2,176,955) | $                 | (9,442,405) |                   
|                                       |                                     |             |                     |             |                   |             |                    | 
|NET LOSS PER SHARE-                    |                                     |             |                     |             |                   |             |                   
|                                       | BASIC AND DILUTED                   | $           | (0.30)              | $           | (0.16)            |             |                    | 
|                                       |                                     |             |                     |             |                   |             |                    | 
|WEIGHTED AVERAGE NUMBER OF SHARES      |                                     |             |                     |             |                   |             |                   
|                                       | OUTSTANDING-BASIC AND DILUTED       |             | 24,458,197          |             | 13,848,917        |             |                    | 
|                                       |                                     |             |                     |             |                   |             |                    | 



The accompanying notes are integral part of these financial statements.





F-3

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|                                                                         |              |   |         |   |              |   |            |   |             |   |             |   |                |   |              
|------------------------------------------------------------------------ | ------------ | - | ------- | - | ------------ | - | ---------- | - | ----------- | - | ----------- | - | -------------- | - | -------------
|BIO-WARM CORPORATION                                                    
|(Formerly Rapid Bio Tests Corporation)                                  
|(A Development Stage Company)                                           
|Statements of Stockholders' Deficit                                     
|From Inception of Development Stage (March 1, 2001) to February 28, 2005
|                                                                         |              |   |         |   |              |   |            |   |             |   |             |   |                |   |              
|                                                                         |              |   |         |   |              |   |            |   |             |   | Accumulated |   |                |   |              
|                                                                         |              |   |         |   |              |   |            |   |             |   | Deficit     |   | Accumulated    |   |              
|                                                                         |              |   |         |   | Additional   |   | Stock      |   |             |   | Prior to    |   | Deficit During |   | Stockholders'
|                                                                         | Common Stock |   | Paid-In |   | Subscription |   | Prepaid    |   | Development |   | Development |   | Deficit       
|                                                                         | Shares       |   | Amount  |   | Capital      |   | Receivable |   | Expenses    |   | Stage       |   | Stage          |   | Totals       
|                                                                         |              |   |         |   |              |   |            |   |             |   |             |   |                |   |              
|Balance, February 28, 2001                                               | 39,614       | $ | 39      | $ | 563,971      | $ | -          | $ | -           | $ | (989,057)   | $ | -              | $ | (425,047)    
|                                                                         |              |   |         |   |              |   |            |   |             |   |             |   |                |   |              
|Stock issued in satisfaction                                             |              |   |         |   |              |   |            |   |             |   |             |   |                |   |              
|of debt at $0.123                                                        | 7,000        |   | 7       |   | 214,734      |   | -          |   | -           |   | -           |   | -              |   | 214,741      
|Stock issued in satisfaction                                             |              |   |         |   |              |   |            |   |             |   |             |   |                |   |              
|of debt at $0.001                                                        | 4,000        |   | 4       |   | 996          |   | -          |   | -           |   | -           |   | -              |   | 1,000        
|Stock issued for services                                                |              |   |         |   |              |   |            |   |             |   |             |   |                |   |              
|at $0.001                                                                | 63,600       |   | 64      |   | 15,836       |   | -          |   | -           |   | -           |   | -              |   | 15,900       
|Net income for the year  (Restated)                                      |              |   |         |   |              |   |            |   |             |   |             |   | 83,503         |   | 83,503       
|Balance, February 28, 2002                                               | 114,214      |   | 114     |   | 795,537      |   | -          |   | -           |   | (989,057)   |   | 83,503         |   | (109,903)    
|                                                                         |              |   |         |   |              |   |            |   |             |   |             |   |                |   |              
|Net income for the year                                                  |              |   |         |   |              |   |            |   |             |   |             |   | 44,443         |   | 44,443       
|Balance, February 28, 2003                                               | 114,214      |   | 114     |   | 795,537      |   | -          |   | -           |   | (989,057)   |   | 127,946        |   | (65,460)     
|                                                                         |              |   |         |   |              |   |            |   |             |   |             |   |                |   |              
|Stock issued for assets at                                               |              |   |         |   |              |   |            |   |             |   |             |   |                |   |              
|predecessor cost of $.00                                                 | 15,000,000   |   | 15,000  |   | (15,000)     |   | -          |   | -           |   | -           |   | -              |   | -            
|Stock issued for consulting                                              |              |   |         |   |              |   |            |   |             |   |             |   |                |   |              
|services at $$.38                                                        | 5,450,000    |   | 5,450   |   | 2,065,550    |   | -          |   | (18,802)    |   | -           |   | -              |   | 2,052,198    
|Assumption and forgiveness of debt                                       |              |   |         |   |              |   |            |   |             |   |             |   |                |   |              
|by related parties                                                       | -            |   | -       |   | 62,571       |   | -          |   | -           |   | -           |   | -              |   | 62,571       
|Stock issued for cash at $.50                                            | 20,000       |   | 20      |   | 9,980        |   | -          |   | -           |   | -           |   | -              |   | 10,000       
|Net loss for the year                                                    | -            |   | -       |   | -            |   | -          |   | -           |   | -           |   | (2,176,955)    |   | (2,176,955)  
|Balance, February 28, 2004                                               | 20,584,214   |   | 20,584  |   | 2,918,638    |   | -          |   | (18,802)    |   | (989,057)   |   | (2,049,009)    |   | (117,646)    



---



|                                             |            |   |        |   |            |   |           |   |        |   |           |   |             |   |            
|-------------------------------------------- | ---------- | - | ------ | - | ---------- | - | --------- | - | ------ | - | --------- | - | ----------- | - | -----------
|                                             |            |   |        |   |            |   |           |   |        |   |           |   |             |   |            
|Stock issued for exercise of options         | 3,100,000  |   | 3,100  |   | 461,900    |   | (393,100) |   | -      |   | -         |   | -           |   | 71,900     
|Stock issued for legal fees at $.15          | 25,000     |   | 25     |   | 3,725      |   | -         |   | -      |   | -         |   | -           |   | 3,750      
|Stock issued for debt settlement at $.15     | 50,000     |   | 50     |   | 7,450      |   |           |   |        |   |           |   |             |   | 7,500      
|Stock issued for acquisition                 | 37,200,000 |   | 37,200 |   | 6,826,200  |   | -         |   | -      |   | -         |   | -           |   | 6,863,400  
|Stock issued for exercise of option at $.10  | 700,000    |   | 700    |   | 69,300     |   | (70,000)  |   | -      |   | -         |   | -           |   | -          
|Stock issued for cash at $0.075              | 1,000,000  |   | 1,000  |   | 74,000     |   | -         |   | -      |   | -         |   | -           |   | 75,000     
|Stock issued for consulting service at $0.17 | 100,000    |   | 100    |   | 16,900     |   |           |   |        |   |           |   |             |   | 17,000     
|Stock issued for cash at $0.13               | 384,615    |   | 384    |   | 49,616     |   | -         |   | -      |   | -         |   | -           |   | 50,000     
|Stock issued for exercise of option at $.15  | 900,000    |   | 900    |   | 134,100    |   | (135,000) |   | -      |   | -         |   | -           |   | -          
|Stock issued for consulting services         |            |   |        |   |            |   |           |   |        |   |           |   |             |   |            
|at $0.15                                     | 1,000,000  |   | 1,000  |   | 149,000    |   | -         |   | -      |   | -         |   | -           |   | 150,000    
|Stock issued for consulting services         |            |   |        |   |            |   |           |   |        |   |           |   |             |   |            
|at $0.17                                     | 50,000     |   | 50     |   | 8,450      |   | -         |   | -      |   | -         |   | -           |   | 8,500      
|Amortization of deferred consulting exp      | -          |   | -      |   | -          |   | -         |   | 18,802 |   | -         |   | -           |   | 18,802     
|FV of options issued                         | -          |   | -      |   | 97,338     |   | -         |   | -      |   | -         |   | -           |   | 97,338     
|Net loss for the year                        | -          |   | -      |   | -          |   | -         |   | -      |   | -         |   | (7,393,396) |   | (7,393,396)
|Balance, February 28, 2005                   | 65,093,829 | $ | 65,093 | $ | 10,816,617 | $ | (598,100) | $ | -      | $ | (989,057) | $ | (9,442,405) | $ | (147,852)  
|                                             |            |   |        |   |            |   |           |   |        |   |           |   |             |   |            

The accompanying notes are integral part of these financial statements.





F-4

---



|                                       |                                              |                                         |             |        |                      |              |             |                    |                  
|-------------------------------------- | -------------------------------------------- | --------------------------------------- | ----------- | ------ | -------------------- | ------------ | ----------- | ------------------ | -----------------
|BIO-WARM CORPORATION                  
|(Formerly Rapid Bio Tests Corporation)
|(Development Stage Company)           
|Statements of Cash Flows              
|                                       |                                              | FROM INCEPTION                         
|                                       |                                              |                                         |             |        |                      |              |             |                    | OF DEVELOPMENT   
|                                       |                                              |                                         |             |        | FOR  THE YEARS ENDED |              | STAGE      
|                                       |                                              |                                         |             |        | FEBRUARY 28,         | FEBRUARY 29, |             | (MARCH 1, 2001) TO
|                                       |                                              |                                         |             |        | 2005                 |              | 2004        |                    | FEBRUARY 28, 2005
|Cash flows from operating activities:  |                                              | (Restated)                              |             |        |                      | (Restated)  
|                                       | Net loss from operations                     | $                                       | (7,393,396) | $      | (2,176,955)          | $            | (9,442,405)
|                                       | Adjustments to reconcile net income          |                                         |             |        |                      |              |            
|                                       | to net cash used in operating activities:    |                                         |             |        |                      |              |            
|                                       | Amortization of prepaid consulting fees      |                                         | 18,802      |        | -                    |              | 18,802     
|                                       | Gain on debt settlement                      |                                         | -           |        | -                    |              | (189,233)  
|                                       | Stock issued for services                    |                                         | 179,250     |        | 2,052,198            |              | 2,254,559  
|                                       | Stock issued for acquisition cost            |                                         | 6,863,400   |        | -                    |              | 6,863,400  
|                                       | Options issued                               |                                         |             | 97,338 |                      | -            |             | 97,338            
|                                       | Changes in operating assets and liabilities: |                                         |             |        |                      |              |            
|                                       |                                              | Increase in accrued interest            |             | 943    |                      | 2,718        |             | 14,008            
|                                       |                                              | Increase  in accounts payable for trade |             |        |                      |              |             |                   
|                                       |                                              | and related parties                     |             | 19,859 |                      | 30,390       |             | 73,077            
|                                       |                                              | Increase in accrued expenses            |             | -      |                      | 58,650       |             | 63,650            
|                                       | Net cash used in operating activities        |                                         | (213,805)   |        | (32,999)             |              | (246,804)  
|                                       |                                              |                                         |             |        |                      |              |             |                    |                  
|Cash flows from investing activities:  |                                              | -                                       |             | -      |                      | -           
|                                       |                                              |                                         |             |        |                      |              |             |                    |                  
|Cash flows from financing activities:  |                                              |                                         |             |        |                      |             
|                                       | Common stock issued for cash                 |                                         | 125,000     |        | 10,000               |              | 135,000    
|                                       | Proceeds from exercise of options            |                                         | 71,900      |        | -                    |              | 71,900     
|                                       | Proceeds from notes payable                  |                                         | 16,904      |        | 23,000               |              | 39,904     

|                                                    |                                           |     |           |   |           |   |           |   | 
|--------------------------------------------------- | ----------------------------------------- | --- | --------- | - | --------- | - | --------- | - | 
|                                                    | Net cash provided by financing activities |     | 213,804   |   | 33,000    |   | 246,804  
|                                                    |                                           |     |           |   |           |   |           |   | 
|Net increase (decrease) in cash                     |                                           | (1) |           | 1 |           | -
|Cash and cash equivalents, beginning of period      |                                           | 1   |           | - |           | -
|Cash and cash equivalents, end of period            | $                                         | -   | $         | 1 | $         | -
|                                                    |                                           |     |           |   |           |   |           |   | 
|                                                    |                                           |     |           |   |           |   |           |   | 
|SUPPLEMENTARY DISCLOSURES OF CASH FLOW INFORMATION: |                                           |     |           |  
|Cash paid during the period for:                    |                                           |     |           |   |           |  
|                                                    | Interest                                  |     | $         | - | $         | - | $         | -
|                                                    | Taxes                                     |     | $         | - | $         | - | $         | -
|                                                    |                                           |     |           |   |           |   |           |   | 
|NON-CASH FINANCING AND INVESTING ACTIVITIES:        |                                           |     |           |   |          
|                                                    | Stock issued for satisfaction of debts    | $   | 7,500     | $ | -         | $ | 223,241  
|                                                    | Stock issued for services                 | $   | 179,250   | $ | 2,052,198 | $ | 2,254,559
|                                                    | Stock issued for acquisition cost         | $   | 6,863,400 | $ | -         | $ | 6,863,400
|                                                    | Options issued for services               | $   | 97,338    | $ | -         | $ | 97,338   
|                                                    |                                           |     |           |   |           |   |           |   | 

The accompanying notes are integral part of these financial statements.





F-5

---



BIO-WARM CORPORATION

(Formerly Rapid Bio Tests Corporation)

( A Development Stage Company)

Notes to Financial Statements



Notes 1 - GENERAL



The Company



Bio-Warm Corporation (the Company) was incorporated under the laws of the State of Texas on June 18, 1990 as Aster Buzbuilders, Inc.  In May 1996, pursuant to a Plan of Reorganization, the Company changed its name to Vitatonics Corp (VC).  In June 2003, the Company changed its name to Rapid Bio Tests Corporation in order to reflect a change in its business focus.



On May 14, 1996, the Company completed an Agreement and Plan of Reorganization whereby the Company issued 6,000,000 shares of its common stock in exchange for all of the outstanding common stock of Rapid Bio Tests Corporation, a Nevada company.  Pursuant to the reorganization, the name of the surviving company was Rapid Bio Tests Corporation and VC was subsequently dissolved.  The reorganization was accounted for as a recapitalization of VC because the shareholders of VC controlled the Company after the acquisition.  Therefore, VC was treated as the acquiring entity.  Accordingly, there was no adjustment to the carrying value of the asset or liabilities of Rapid Bio Tests Corporation.  Rapid Bio Tests Corporation was the acquiring and surviving entity for legal purposes and VC is the acquiring entity for accounting purposes.  The Company was in the business of formulating high-quality vitamin products, which it sold, using a multi-level marketing system.  At February 28, 1998, however, the Company was essentially inactive.  The Company was classified as a "dormant enterprise" due to the fact that the Company was inactive and not  undertaking development stage activities.  The Company was reclassified as a development stage company on March 1, 2001.



On December 2, 2004, the stockholders of Company and Mirae Tech Company, Ltd,  (Mirae) a Republic of Korea corporation with its principal offices located in South Korea, approved a Stock Purchase Agreement whereby Mirae was to become  a wholly-owned subsidiary of the Company through the issuance of 8,000,000 shares of the Company's common stock for assets of Mirae Tech. The Company also issued 29,200,000 shares for acquisition expenses related to Mirea. This agreement was rescinded in April 2006 retroactively to the original agreement date. The Company recorded $6,863,400, the value of 37,200,000 shares issued for the acquisition, as a loss on abandonment of acquisition.



The Company changed it name to Bio-Warm Corporation effective December 6, 2004.



Going Concern



The financial statements have been prepared on a going concern basis, which contemplates continuity of operations, realization of assets and liquidation of liabilities in the normal course of business.  The Company incurred a net loss of $7,393,396 for the year ended February 28, 2005 and has a working capital deficit of $147,852  at February 28, 2005. The ability of the Company to operate a going concern is dependent upon its ability (1) to obtain sufficient debt and/or equity capital and/or (2) cut operating costs such that the Company can operate until such time that it resumes generating positive cash flow from operations.









F-6

---



Management is taking following steps to address this situation: (a) reducing operating costs, thus reducing the break even revenue level; (b) negotiating to replace the line of credits with an agreement more attractive terms and expand borrowing capacity.  The future success of the Company is likely dependent on its ability to attain additional capital to support growth and ultimately, upon its ability to attain future profitable operations.  There can be no assurance that the Company will be successful in obtaining such financing, or that it will attain positive cash flow from operations.  The successful outcome of these or any future activities cannot be determined at this time and there is no assurance that if achieved, the Company will have sufficient funds to execute their business plans or generate positive operating results. The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result should the Company be unable to continue as a going concern.



NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:



Development Stage Company



The Company has not earned significant revenue from planned principal operations.  Accordingly, since March 1, 2001, the Company's activities have been accounted for as those of a "Development Stage Enterprise" as set forth in Financial Accounting Standards Board Statement No. 7 ("SFAS 7").  Among the disclosures required by SFAS 7 are that the Company's financial statements be identified as those of a development stage company, and that the statements of operations, stockholders' equity (deficit) and cash flows disclose activity since the date of the Company's inception.



Basis of Accounting



These financial statements are presented on the accrual method of accounting in accordance with generally accepted accounting principles.  Significant principles followed by the Company and the methods of applying those principles, which materially affect the determination of financial position and cash flows, are summarized below:



Cash and Cash Equivalents



The Company maintains the majority of its cash accounts at a commercial bank. The total cash balance is insured by the Federal Deposit Insurance Corporation ("FDIC") up to $100,000 per commercial bank. As of February 28, 2005, the Company had zero amounts in excess of the FDIC insured limits. For purposes of the statement of cash flows, the Company considers all cash and highly liquid investments with initial maturities of three months or less to be cash equivalents.



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 revenue and expenses during the reporting period. Such estimates may be materially different from actual financial results.



Revenue Recognition





Revenue from product and services will be recognized at the time goods are shipped or services are provided to the customer, with an appropriate provision for returns and allowances.



F-7

---





Fair Value of Financial Instruments



Statement of Financial Accounting Standard No. 107, Disclosures about Fair Value of Financial Instruments, requires that the company disclose estimated fair values of financial instruments. The carrying amounts reported in the balance sheet for current assets and current liabilities qualifying as financial instruments are a reasonable estimate of fair value.



Federal Income Taxes



The Company accounts for income taxes under SFAS No. 109, which requires the asset and liability approach to accounting for income taxes.  Under this method, deferred tax assets and liabilities are measured based on differences between financial reporting and tax bases of assets and liabilities measured using enacted tax rates and laws that are expected to be in effect when differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will be realized.



Stock Based Compensation



In October 1995, the FASB issued SFAS No. 123, Accounting for Stock-Based Compensation. SFAS No. 123 prescribes accounting and reporting standards for all stock-based compensation plans, including employee stock options, restricted stock, employee stock purchase plans and stock appreciation rights. SFAS No. 123 requires compensation expense to be recorded (i) using the new fair value method or (ii) using the existing accounting rules prescribed by Accounting Principles Board Opinion No. 25, Accounting for stock issued to employees (APB 25) and related interpretations with pro forma disclosure of what net income and earnings per share would have been had the Company adopted the new fair value method. The Company uses the intrinsic value method prescribed by APB25 and has opted for the disclosure provisions of SFAS No.123.



The Company granted 4,000,000 stock options to employees to purchase 4,000,000 shares of common stock at $0.15 per share in the fiscal year ended February 28, 2005. No stock option was granted in the fiscal year ended February 29, 2004. In compliance with FAS No. 148, the Company has elected to follow the intrinsic value method in accounting for its stock-based employee compensation plan as defined by APB No. 25 and has made the applicable disclosures below.



Had the Company determined employee stock based compensation cost based on a fair value model at the grant date for its stock options under SFAS 123, the Company's net earnings per share would have been adjusted to the pro forma amounts for the year ended February 28, 2005 as follows:



---



|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Net loss - as reported                                                                $(7,393,396)
Stock-Based employee compensation expense      included in reported net income, net of tax                                          -
Total stock-based employee compensation expense
determined under fair-value-based method
for all rewards, net of tax                                                             (549,163)
Pro forma net loss                                                                      $(7,942,559)
	(Loss) per share:
Basic and diluted, as reported                                                   $  (0.30)
Basic and diluted, pro forma                                                     $  (0.32)
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 



F-8

---



Following is a summary of the employee stock option activity:



|Outstanding at February 29, 2004 | -        
|-------------------------------- | ---------
|                                 |          
|Granted                          | 4,000,000
|Forfeited                        | -        
|Exercised                        | 4,000,000
|                                 |          
|Outstanding at February 28, 2005 | -        
|                                 |          



For options granted during the fiscal year ended February 28, 2005, the weighted-average fair value of such options was $0.14.



Employee stock-based compensation expense recognized during the fiscal year ended February 28, 2005 was $-0-.



The Black-Scholes option-pricing model used the following assumptions:





|Risk-free interest rate      | 3.6%
|---------------------------- | ----
|Expected life of the options | 1 yr
|Expected volatility          | 200%
|Expected dividend yield      | 0   





The estimated fair value of grant of stock options to non-employee of the Company is charged to expense in the financial statements. The amount charged to expenses was $97,338 for the fiscal year ended February 28, 2005. No stock option was granted to non-employee in the fiscal year ended February 29, 2004. The Black-Scholes option- pricing model used was with the same assumptions as the employee options.



Following is a summary of the stock option activity for non-employees:



|Outstanding at February 29, 2004 | -      
|-------------------------------- | -------
|Granted                          | 700,000
|Forfeited                        | -      
|Exercised                        | 700,000
|Outstanding at February 28, 2005 | -      
|                                 |        





F-9

---







Issuance of shares for service



The Company accounts for the issuance of equity instruments to acquire services based on the fair value of the services or the fair value of the equity instrument at the time of issuance, whichever is more reliably measurable.



NOTE 3 - NOTES PAYABLE



As of February 28, 2005, the Company had three  unsecured notes payable totaling $32,062 , bearing the imputed interest rate of 4% per annum.  These notes are due on demand.  Interest expenses on these notes were $943 and $859 for the year ended February 28, 2005 and 2004, respectively.





NOTE 4 -CAPITAL STOCK TRANSACTIONS



On May 10, 2004, the Company issued 2,000,000 shares of common stock for $300,000 in cash for options exercised.  $53,000 of this amount was received and $247,000 was recorded as a subscription receivable.



On June 15, 2004, the Company issued 1,100,000 shares of common stock for $165,000 for exercise of options.  $18,900 of this amount  was received and $146,100 was recorded as a subscription receivable.



On February 14, 2005, the Company issued 37,200,000 shares of common stock to various consultants for services in the acquisition of Mirae Tech Company Ltd.  Services were valued at $6,863,400.



On February 14, 2005, the Company issued 700,000 shares of common stock for exercise of options at $70,000.  This amount was recorded as a subscription receivable.



On February 14 , 2005, the Company issued 25,000 shares of common stock for legal fees valued at $3,750.



On February 25, 2005, the Company issued 384,615 shares of common stock for $50,000 cash received.



On February 25, 2005, the Company issued 1,150,000 shares of common stock to various consultants for services valued at $175,500.



On February 25, 2005, the Company issued 50,000 shares of common stock for payment of outstanding balance of $7,500.



On February 25, 2005, the Company issued 1,000,000 shares of common stock for $75,000 cash received.

On February 25, 2005, the Company issued 900,000 shares of common stock for exercise of options at $135,000. This amount was recorded as a subscription receivable.



F-10

---



As of February 28, 2005, the Company had subscription receivable balance of $598,100.



On April 25, 2003, the Company had a 1 for 250 reverse stock- split. All references to common stock have been retroactively restated.



On June 19, 2003, the Company issued 15,000,000 shares of common stock to related parties for asset purchase per the individuals employment agreements. The shares were recorded at zero cost due to the inability to establish a cost or predecessor cost on the assets.



On July 24, 2003, the Company issued 5,450,000 shares of common stock to a number of individuals for consulting services. The shares were valued by the Company at $0.38 per share, which represents the fair value of the common stock being issued.



On August 31, 2003, former officers of the Company forgave and assumed $62,571 of the Company's debt, which was recorded as an increase in additional paid-in capital.



On November 12, 2003, the Company issued 20,000 shares of common stock for $10,000 in cash. The shares were valued by the Company at $0.50 per  share.



NOTE 5- INCOME TAXES



The Financial Accounting Standards Board (FASB) has issued Statement of Financial Accounting Standards Number 109 ("SFAS 109"), "Accounting for Income Taxes", which requires a change from the deferred method to the asset and liability method of accounting for income taxes.  Under the asset and liability method, deferred income taxes are recognized for the tax consequences of "temporary differences" by applying enacted statutory tax rates applicable to future years to differences between the financial statement carrying amounts and the tax basis of existing assets and liabilities.



The Company has deferred income tax assets, which have been fully reserved as follows as of February 28, 2005 and February 29, 2004:



|                        | 2005                |  | 2004             
|----------------------- | ------------------- |  | -----------------
|                        |                     |  |                  
|Deferred tax assets     | $   356,000         |  | $  224,846       
|                        |                     |  |                  
|Valuation allowance     | (356,000)           |  | (224,846)        
|                        |                     |  |                  
|Net deferred tax assets | $              
		- |  | $            
		-
|                        |                     |  |                  



At February 28, 2005, the Company had net operating loss carryforwards of $913,000 for federal income tax purposes.  These carryforwards, if not utilized to offset taxable income will expire at the end of the February 28, 2025.









F-11

---



NOTE 6 - NEW ACCOUNTING PRONOUNCEMENTS



In February 2003, the Financial Accounting Standards Board ("FASB") issued SFAS No. 150, "Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity" (SFAS No. 150").  The provisions of SFAS No. 150 are effective for financial instruments entered into or modified after May 31, 2003, and otherwise are effective at the beginning of the first interim period beginning after June 15, 2003, except for mandatorily redeemable financial instruments of nonpublic entities.  The Company has not issued any financial instruments with such characteristics.



In December 2003, the FASB issued FASB Interpretation No. 46 (revised December 2003), "Consolidation of Variable Interest Entities" (FIN No. 46R"), which addresses how a business enterprise should evaluate whether it has a controlling financial interest in an entity through means other than voting rights and accordingly should consolidate the entity.  FIN No. 46R replaces FASB Interpretation No. 46, "Consolidation of Variable Interest Entities", which was issued in January 2003.  Companies are required to apply FIN No. 46R to variable interests in variable interest entities ("VIEs") created after December 31, 2003.  For variable interest in VIEs created before January 1, 2004, the Interpretation is applied beginning January 1, 2005.



For any VIEs that must be consolidated under FIN No. 46R that were created before January 1, 2004, the assets, liabilities and non-controlling interests of the VIE initially are measured at their carrying amounts with any difference between the net amount added to the balance sheet and any previously recognized interest being recognized as the cumulative effect of an accounting change.  If determining the carrying amounts is not practicable, fair value at the date FIN No. 46R first applies may be used to measure the assets, liabilities and non-controlling interest of the VIE.  The Company does not have any interest in any VIE.





In December 2004, the FASB issued SFAS No 123(R)(revised 2004), Share-Based Payment" which amends FASB Statement No. 123 and will be effective for public companies for interim or annual periods after June 15, 2005.  The new standard will require entities to expense employee stock options and other share-based payments.  The new standard may be adopted in one of three ways - the modified prospective transition method, a variation of the modified prospective transition method or the modified retrospective transition method.  The Company is evaluation how it will adopt the standard and evaluating the effect that the adoption of SFAS 123(R) will have on our financial position and results of operations.



In November 2004, the FASB issued SFAS No 151, Inventory Costs, an amendment of ARB No. 43, Chapter.  This statement amends the guidance in ARB No. 43, Chapter 4, Inventory Pricing, to clarify the accounting for abnormal amounts of idle facility expense, freight, handling cost, and wasted material (spoilage).  Paragraph 5 of ARB No. 43, Chapter 4, previously stated that ". under some circumstances, items such as idle facility expense, excessive spoilage, double freight, and rehandling costs may be so abnormal as to require treatment as current period charges."  SFAS No. 151 requires that those items be recognized as current-period charges regardless of whether they meet the criterion of "so abnormal."  In addition, this statement requires that allocation of fixed production overheads to the costs of conversion be based on the prospectively and are effective for inventory costs incurred during fiscal years beginning after June 15, 2005, with earlier application permitted for inventory costs incurred during fiscal years beginning after the date this Statement was issued.  The adoption of SFGAS No. 151 is not expected to have a material impact on the Company's financial position and results of operations.



In December 2004, the FASB issued SFAS No.153, Exchanges of Nonmonetary Assets, an amendment of APB Opinion No. 29.  The guidance in APB Opinion No. 29, Accounting for Nonmonetary Transactions, is based on the principle that exchanges of nonmonetary assets should be measured based on the fair value of assets exchanged.  The guidance in that Opinion, however, included certain exceptions to that principle.  This Statement amends Opinion 29 to eliminate the exception for nonmonetary exchanges of similar productive assets that do not have commercial substance.  A nonmonetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange.  SFAS No. 153 is effective for nonmonetary exchanges occurring in fiscal periods beginning after June 15, 2005.  The adoption of SFAS No. 153 is not expected to have a material impact on the Company's financial position and results of operations.



NOTE 7- RESTATEMENT



Due to rescinding of purchase agreement with Mirae Tech Company Ltd., the financial statements are restated to exclude the amounts related to Mirae Tech Company Ltd.



The summary of restatements is shown as follows;



|                       | Previously Stated |  | Restated        
|---------------------- | ----------------- |  | ----------------
|                       |                   |  |                 
|Current assets         | $    1,538        |  | $           
		-
|Property and equipment | 1,287,693         |  | -               
|Current liabilities    | 486,251           |  | 147,852         
|Long term debt         | 978,400           |  | -               
|Stockholder's deficit  | 175,420           |  | 147,852         





NOTE 8  SUBSEQUENT EVENT



On March 30, 2007, the Company consummated a merger agreement with DAI DUNG Metallic Manufacture Construction  Trade Co., Ltd. (DDCI), a company duly organized and existing under the laws of Socialist Republic of Vietnam, with its principal offices at B23/474C Tran Dai Nghia St., Tan Nhat Village, Binh Chanh District, Ho Chi Minh City, Vietnam. The merger of DDCI with the Company was accounted for as a reverse acquisition under the purchase method of accounting since the shareholders of DDCI obtained control of the consolidated entity (the "Company"). Accordingly, the merger of the two companies is recorded as a recapitalization of Bio-Warm Corporation with DDCI  being treated as the continuing entity.









F-12

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



None.



ITEM 9. CONTROLS AND PROCEDURES



As of the end of the period covered by this annual report, we carried out an evaluation, under the supervision and with the participation of our management, including the Chief Executive Officer and principal financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 15d-15 under the Securities Exchange Act of 1934.  Based on that evaluation, our officer concluded that our disclosure controls and procedures are effective in ensuring that the information required to be disclosed in the reports we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms.



There have been no changes in internal control over financial reporting that has materially affected, or are reasonably likely to materially affect, our internal control over financial reporting subsequent to the date the Chief Executive Officer and principal financial officer completed their evaluation.





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PART III



ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.



EXECUTIVE OFFICERS AND DIRECTORS. Our officers and directors are specified on the table below:



|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|============================= ======== ========================================
NAME                                                                   AGE                        Since                                 POSITION
---------------------------------------------------------- -------- ------------------------------------------------------------------
Johnny Park                                                            31                   December 2, 2004    President/CFO

DR. GEOFFREY V. F. SEAMAN                                       Died          July 3, 2004
Margaret Seaman                                                                Resigned    December 2, 2004
DR. PAUL R. HEMMES                                                     Resigned   December 2, 2004
DR. DAVID H. REGAN                                                     Resigned   December 2, 2004



1. JOHNNY PARK.  President/Chief Financial Officer 31, brings over 15 years of experience in marketing and product development.  From 2003 - 2004, Mr. Park has served as a business development consultant and also set up several companies, including RED5 Holdings, Inc., a diversified holding company with interests in technology to advertising, of which he has been serving as president and CEO. From 1997-2002, Mr. Park held the position of Vice President Asia of Frank-Lin Distilled Products, of San Jose CA, where he brought several key brands to market. Mr. Park's strengths in product development and marketing have already helped develop several core products that will have a significant impact to Bio-Warm Co.





2. DR. GEOFFREY V. F. SEAMAN. Dr. Seaman was appointed our Chief Executive Officer and a director on June 16, 2003. From 2000 to 2002, Dr. Seaman was the President of Western Biomedical Research and from 1993 to 2000, served as the President of Emerald Diagnostics. Prior to that, Dr. Seaman was the President and Director of Marketing for the Interfacial Dynamics Corporation from 1982 to 1993. During that time, he was also the Vice President of Research for the Eisenhower Medical Center in Rancho Mirage, California from 1988 to 1990. He has produced a variety of diagnostic test platforms including, a) polymer microsphere-based slide agglutination tests, b) lateral flow tests using enzyme amplification, c) a dye dip stick platform using changes in microsphere surface pH during the antigen/antibody reaction and d) changes in particle surface charge created by specific antigen/antibody reactions. Specific tests developed by Dr. Seaman include an electrophoretic mobility test for the early diagnosis of multiple sclerosis, a colloidal gold immunochromatographic assay for human chorionic gonadotrophin (hCG, pregnancy), a lateral flow test using progesterone as an aid to fertility assessment and a dip stick test for HIV I and II. Dr. Seaman is the author of more than two hundred publications and patents. He has been the organizer for courses on diagnostic test development given to the diagnostics industry annually for the past twelve years. Dr. Seaman provides review and consulting services to NIH, NASA and various diagnostic companies. Dr. Seaman is also a member of the American Chemical Society, the American Society of Biological Chemists, the American Society of Hematology, the American Society for Artificial Organs, the Biophysical Society, the Electrophoresis Society, the International Society of Biorhology, the New York Academy of Sciences, and the Society for Biomaterials. Dr. Seaman earned his Doctorate in Biophysics and Colloid Science in 1959 at the University of Cambridge, England. In 1961 he received his Licentiate in Chemistry from the Royal Institute of Chemistry, and his Bachelor's degree in Chemistry from the Royal College of Science in 1955. Dr. Seaman is not an officer or director of any other reporting company. Dr. Seaman passed away on July 3, 2004.



3. MARGARET SEAMAN, Dr. Seaman's wife filed the vacancy in the Board caused by death of Dr. Seaman.  She resigned on December 2, 2004.



4. DR. PAUL R. HEMMES. On June 16, 2003, Dr. Hemmes was appointed our Secretary, Treasurer, Chief Financial Officer and as one of our directors. Dr. Hemmes was responsible for financial books and records,  Dr. Hemmes was not an officer or director of any reporting company.    He resigned from the Board on December 2, 2004.



5. DR. DAVID H. REGAN.On June 16, 2003, Dr. Regan was appointed as our Vice President of Medical Affairs and as one of our directors. Dr. Regan is a hematologist and oncologist management team, Dr. Regan has been detect   a physician with the Northwest Cancer Specialists Laboratories, and serves as their Laboratory Medical Director. He is the past President of the Association of Community Cancer Centers. Dr. Regan diagnosed the first case of AIDS in the State variety   of Oregon. Dr. Regan has a strong entrepreneurial background, with expertise in setting up clinical trials and quality assurance programs. He has been involved in several rapid diagnostic test companies human diseases   and developed an early test for HIV I conditions,   and II. Dr. Regan received his Medical Doctor degree from the University of Southern California which have utility   in 1969 and his Bachelor a variety   of Science degree in Zoology from veterinary and agricultural products. We believe that diagnostic tests are necessary to respond to epidemics, bio-terrorism attacks and simply to cut   the University of California at Los Angeles in 1965. Dr. Regan is not an officer or director   of any other reporting company.  He resigned from the Board on December 2, 2004.



There is no family relationship between any   of our officers or directors. There are no orders, judgments, or decrees of any governmental agency or administrator, or of any court of competent jurisdiction, revoking or suspending for cause any license, permit or other authority to engage in the securities business or in the sale of a particular security or temporarily or permanently restraining any of  our officers or directors from engaging in or continuing any conduct, practice or employment in connection with purchase or sale of securities, or convicting such person of any felony or misdemeanor involving a security, or any aspect of the securities business or of theft or of any felony. Nor any of the officers or directors of any corporation or entity affiliated with us so enjoined.



AUDIT COMMITTEE AND FINANCIAL EXPERT.



Because our Board of Director currently consists of only one member and we do not have the resources to expand our management at this time, we do not have an audit committee, nor do we have a financial expert on our Board of Directors as that term is defined by Item 401(e)2.13



SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE.



Section 16(a)We believe that an appropriate combination   of the Securities Act of 1934 requires our directors, executive officers, and any persons who own more than 5% of a registered class technology inventions, identification of ideal target markets, coupled with the basic capabilities   of our equity securities, the principals will enable us   to file reports of ownership achieve our objectives   and changes in ownership with rapidly reduce   the Securities and Exchange Commission. SEC regulation requires executive officers, directors and greater than 5% stockholders latex technology platforms   to furnish practice, allowing   us with copies of all Section 16(a) forms they file. Based solely on our review of the copies to proceed to commercialization and sale   of such forms received by us, or written representations from certain reporting persons, we believe that during the year ended February 28, 2005, our executive officers, directors, and greater than 5% stockholders complied with all applicable filing requirements.



CODE OF ETHICS.



We have not yet adopted a code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.



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ITEM 11. EXECUTIVE COMPENSATION.



Any compensation received by our officers, directors, and management personnel will be determined from time to time by our Board of Directors. Our officers, directors, and management personnel will be reimbursed for any out-of-pocket expenses incurred on our behalf.



SUMMARY COMPENSATION TABLE. The table set forth below summarizes  the annual and long-term compensation for services in all capacities to us payable to our chief executive officer and our other executive officers during the year ending February 28, 2005 and February 28, 2004. Our Board of Directors may implement the terms of our existing incentive stock option plan for our executive officers which would result in additional compensation.



|                                |          |                     |                        |                                   |                                   |                                             |                       |  
|------------------------------- | -------- | ------------------- | ---------------------- | --------------------------------- | --------------------------------- | ------------------------------------------- | --------------------- | -
|Name and Principal Position
(a) | Year
(b) | Annual Compensation | Long-Term Compensation | All Other Compensation
($)  (i)  
|                                |          | Salary

($) (c)     | Bonus

($) (d)         | Other Annual Compensation
($) (e) | Awards                            | Payouts                                     |                      
|                                |          |                     |                        |                                   | Restricted Stock Award(s)
($) (f) | Securities Underlying Options/SARs
(#)  (g) | LTIP Payouts

($) (h) |  
|Geoffrey V.F. Seaman            | 2005     | 0                   | 0                      | 0                                 | 0                                 | 0                                           | 0                     | 0
|President -former               | 2004     | 0                   | 0                      | 0                                 | 0                                 | 0                                           | 0                     | 0
|                                | 2003     | 60,000              | 0                      | 0                                 | 0                                 | 0                                           | 0                     | 0
|                                |          |                     |                        |                                   |                                   |                                             |                       |  
|R. Hemmes                       | 2005     | 0                   | 0                      | 0                                 | 0                                 | 0                                           | 0                     | 0
|Secretary, Treasure-former      | 2004     | 0                   | 0                      | 0                                 | 0                                 | 0                                           | 0                     | 0
|                                | 2003     | 0                   | 0                      | 0                                 | 0                                 | 0                                           | 0                     | 0

|            |      |   |   |   |   |   |   |  
|----------- | ---- | - | - | - | - | - | - | -
|            |      |   |   |   |   |   |   |  
|Johnny Park | 2005 | 0 | 0 | 0 | 0 | 0 | 0 | 0
|President   | 2004 | 0 | 0 | 0 | 0 | 0 | 0 | 0
|            |      |   |   |   |   |   |   |  



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COMPENSATION OF DIRECTORS.



Our current directors are also our employees and receive no extra compensation for their service on   our board of directors.



COMPENSATION OF OFFICERS.



As of February 28, 2005, our officers have received no compensation for their services provided to us.



EMPLOYMENT CONTRACTS.



We have entered into asset purchase and employment agreements with our officers and directors, which were filed as exhibits to our report on Form 8-K dated June 16, 2003, which was filed on June 18, 2003, amended July 28, 2003, filed on July 31, 2003.



ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.



The following table sets forth certain information regarding the beneficial owner of our common stock as of February 28, 2005, by each person or entity known by us to be the beneficial owner of more than 5% of   the outstanding shares of common stock,  each of  our directors and named executive officers, all of our directors   and executive officers as a group.



|               |                                                                            |                                                            |                  |  | 
|-------------- | -------------------------------------------------------------------------- | ---------------------------------------------------------- | ---------------- |  | 
|TITLE OF CLASS | NAME AND ADDRESS
OF BENEFICIAL OWNER                                       | AMOUNT OF NATURE
OF BENFICIAL OWNER                        | PERCENT OF CLASS
|Common Stock   | Geoffrey V.F. Seaman, Ph.D.
5409 Ivy Street
Springfield, OR 97478          | 9,000,000 shares
(Former) Chief Executive Officer/Director | 13.8%           
|Common Stock   | Paul Hemmes, Ph.D.
5409 Ivy Street
Springfield, OR 97478                   | 4,000,000 shares
(Former) Secretary/Treasurer/CFO/Director | 6.1%            
|Common Stock   | Margaret Seaman (1)
5409 Ivy Street
Springfield, OR 97478                  | 350,000 shares
(Former) Director                           | (2)             
|Common Stock   | Johnny Park
17011 Beach Blvd., Suite 1230
Huntington Beach, CA 92647       | 7,481,579 shares
President/Director                        | 11.5%           
|Common Stock   | Mirae Tech Co. LTD
838-3 Yeolla-Ri
Yeoju-Uep
Yeoju-Gun, Gyeonggi-Do, Korea | 8,000,000 shares
Via Stock Purchase Agreement              | 12.3%           
|Common Stock   | All directors and named executive officers as a group                      | 20,831,579 shares                                          | 31.0%           



(1) Margaret Seaman is the widow of Dr. Geoffrey Seaman

(2) Less than 1%



Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. In accordance with Securities and Exchange Commission rules, shares of our common stock which may be acquired upon exercise of stock options or warrants which are currently exercisable or which become exercisable within 60 days of the date of the table are deemed beneficially owned by the optionees. Subject to community property laws, where applicable, the persons or entities named in the table above have sole voting and investment power with respect to all shares of our common stock indicated as beneficially owned by them.



CHANGES IN CONTROL.



All 
of executive officers of the Company were replaced upon execution of  the original stock purchase agreement between the company and Mirae Tech Co. Ltd. in December 2004. This agreement was rescinded in April 2006 retroactively to the initial agreement date. Subsequent to rescinding of the Stock Purchase Agreement, Dong Won Lee and Johnny Park remained as board members and Johnny Park as President until September 7, 2006.



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ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS



Providential Holdings, Inc., a related company, provided us office space at no charge.





ITEM 14. EXHIBITS AND REPORTS ON FORM 8-K



(a) Exhibit No.



|                                                                                                                                                                                                                                                                                         
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1       Articles of Incorporation*
3.1.1     
Amended Articles of Incorporation**
3.2         
Bylaws*
10.1      Asset Purchase Agreement***
31.1      Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
32.1      Section 906 Certification by Chief Executive
Officer



* Previously filed as exhibits to our Registration Statement on Form 10-SB filed on September 19, 2000.



** Previously filed as an exhibit to our Information Statement DEF 14C filed May 23, 2003



*** Previously filed with the Securities and Exchange
Commission



(b) Reports on Form 8-K



1.  We filed a report on Form 8-K on March 17,   2004 containing Item 5 - Other events, including a press release announcing that we have entered into an Agreement with Dr. Michael Huchital of Warwick, New York. The Agreement is for us to acquire by way of a formal Asset Purchase Agreement, all rights, interests and title to a portfolio of rapid diagnostic tests developed, under development or in research. Research and development on a rapid field test for Hepatitis B virus and Bubonic Plague has been completed. Tests under development include Mad Cow Disease, Rabies Virus, West Nile Virus, four strains of Malaria and Whooping Cough. Tests under joint study and research include Chagas' disease, Tuberculosis, Clostridium Botulinum toxin and Ricin toxin. We expect that  Dr. Huchital will collaborate with us on the development of prototype tests for validation and these tests will then be outsourced to an OEM manufacturer. Along with Dr. Huchital, we expect to be able to react very quickly to develop new rapid diagnostic tests to address any new outbreaks or epidemics worldwide through joint use of facilities and collaboration of personnel.



2. On June 30, 2004, Dr. Geoffrey V.F. Seaman, the chief executive officer of Rapid Bio Tests Corporation, a Nevada corporation (the "Registrant") and one of its directors passed away. On July 8, 2004, Margaret Seaman, Dr. Seaman's widow, was appointed as one of our directors.



Margaret Seaman, 63, was appointed as a director on July 8, 2004. She is presently serving on the board of directors of Western Biomedical Research, a private company. From June 2003 to the present, the Registrant has contracted with Ms. Seaman to perform services in the areas of operations planning, human resources assessment, office managerial services, and bookkeeping duties as directed by the Registrant's management. Ms. Seaman also acted as executive assistant to Geoffrey Seaman, our former Chief Executive Officer and Chairman of the Board of Directors. During that period, her duties included compiling technology prospects for review by the Registrant as well as compiling information for review for various funding initiatives. From June 2002 to June 2003, Ms. Seaman acted as Executive Assistant to Geoffrey Seaman, prior his joining the Registrant's management. Since 2001, Ms. Seaman has also been a member of the Board of Directors of Elder Research Corporation, a private company. Elder Research Corporation is an innovative engine design company where Ms. Seaman also acted as a member of the Executive Committee and was in charge of human resources for that company. From 1982 to 1985, Ms.



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Seaman was on the board of directors, Interfacial Dynamics Corporation, a private company, that made medical diagnostic test kits. From 1985 to 2001, Ms. Seaman was not employed outside the home. Ms. Seaman is not an officer or director of any other reporting company.



3.   On August 18, 2004 Dr. Michael Huchital accepted his appointment as a director of Rapid Bio Tests Corporation, a Nevada corporation (the "Registrant"). Dr. Huchital is the Registrant's recently-appointed Chief Executive Officer. On August 6, 2004, the Registrant entered into an employment agreement with Dr. Huchital which is attached hereto as an exhibit.

Exhibit 10.2 -Employment agreement with Dr. Huchital



4. On November 8, 2004, Rapid Bio Tests Corporation (the "Company") entered into a Letter of Intent ("LOI") to acquire 100% of the equity interests of Mirae Tech Company Ltd. ("Mirae"), a Republic of Korea corporation with its principal offices located in South Korea.  Mirae has been in business since 2001 and has developed and holds several patents related to "Conductive Textile".  Conductive Textile is a product that utilizes infrared or radiant heat to create products that transmit energy or heat in various applications.  Mirae  has utilized this technology and is currently selling products in Asia.  Mirae plans to introduce its product line to the North American marketplace.



Terms of the LOI (attached hereto as Exhibit 10.3) call for the Company to enter into a definitive acquisition agreement whereby the Company will acquire 100% of the equity interest of Mirae in exchange for 37,200,000 shares of the Company's common stock to be issued to Mirae's shareholders.  Upon closing, it is anticipated that the Company's current Board of Directors will appoint principals and nominees of Mirae to the Company's board.  In addition, the Company will change its name upon closing and will divest itself of its rapid diagnostic testing technology in order to fully focus on Mirae's line of business.  Completion and closing of this transaction is subject to completion of all negotiations, the execution of a formal definitive agreement and obtaining of any and all required regulatory and shareholder approvals for a transaction of this nature.



Exhibit 10.3 - Letter of Intent to Acquire Mirae Tech Company Ltd., dated November 8, 2004 5.  On September 10, 2004, Dr. Michael Huchital ("Huchital"), the Chief Executive Officer and a director of Rapid Bio Tests Corporation (the "Company"), submitted his resignation to the Company's Board of Directors.  Effective October 10, 2004, Huchital terminated his employment and his consulting agreement with the Company for the reasons stated in his letter of resignation (attached hereto as Exhibit 17.1)



Exhibit 17.1 - Letter of Resignation on behalf of Michael Huchital, dated September 10, 2004



6. (a) On December 2, 2004, Rapid Bio Tests Corporation (the "Company") entered into a Stock Purchase Agreement (the "Agreement") to acquire 100% of the equity interests of Mirae Tech Company Ltd. ("Mirae"), a Republic of Korea corporation with its principal offices located in South Korea.  Mirae has been in business since 2001 and has developed and holds several patents related to "Conductive Textile".  Conductive Textile is a product that utilizes infrared or radiant heat to create products that transmit energy or heat in various applications.  Mirae  has utilized this technology and is currently selling products in Asia.  Mirae plans to introduce its product line to the North American marketplace.



Terms of the Agreement (attached hereto as Exhibit 10.4) included  the Company's acquisition 100% of the equity interest of Mirae in exchange for 37,200,000 shares of the Company's common stock to be issued to Mirae's shareholders.  Upon entry into the Agreement, the Company's current Board of Directors was to appoint principals and nominees of Mirae to the Company's board and resign their positions with the Company.  In addition, the Company was to divest itself of its rapid diagnostic testing technology in order to fully focus on Mirae's line of business., The Company filed an amendment to its Articles of Incorporation in order change its name to "Bio-Warm Corporation" . This agreement was rescinded in April 2006 retroactively to the initial agreement date.



(b) Effective December 2, 2004, all officers and members of the board of directors of Rapid Bio-Tests have resigned. A majority of shareholders of the Company have approved the transaction and appointed Messrs. Jong-Ho Bae, Dong Won Lee, Johnny Park, and Timothy Pham as new members of the board. Additionally, Johnny Park was  appointed as President, Dong Won Lee as Secretary and Timothy Pham as Treasurer and Chief Financial Officer of the new company. Subsequent to rescinding of the Stock Purchase Agreement in April 2006, Dong Won Lee and Johnny Park remained as board members and Johnny Park as President until September 7, 2006.



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Johnny Park , President 31, brings over 15 years of experience in marketing and product development.  From 2003 - 2004, Mr. Park has served as a business development consultant and also set up several companies, including RED5 Holdings, Inc., a diversified holding company with interests in technology to advertising, of which he has been serving as president and CEO. From 1997-2002, Mr. Park held the position of Vice President Asia of Frank-Lin Distilled Products, of San Jose CA, where he brought several key brands to market. Mr. Park's strengths in product development and marketing have already helped develop several core products that will have a significant impact to Bio-Warm Co. Timothy D. Pham, Treasurer and Chief Financial Officer, 37. Prior to joining Bio-Warm Corporation, from May 2004 - present Mr. Pham has served as a Management Consultant in Southern CA and Asia. From January 2001 - April 2004, he was a Branch Manager for Focus Financial Services in Monterey Park, CA. From August 2000 - December 2000, he was a Registered Representative with Intrepid Securities in Torrance, CA. From April 1996 - August 2000 he was Operations/Trading Manager at Providential Securities, Inc. in Fountain Valley, CA. Currently, he is registered with Rich Ave Financial, Monterey Park, CA, as independent registered representative and registering with Focus Financial, Monterey Park, CA, as independent health insurance agent but not actively conducting business in these areas. Mr. Pham holds a B.S. degree in Business Administration with emphasis on Finance and Marketing from U.C. Berkeley, CA.



(c) The new corporate office of Bio-Warm Corp will immediately be relocated to 17011 Beach Blvd., Suite 1230, Huntington Beach, CA 92647; Telephone: (714) 843-5462; Fax: 714-843-5452.



Exhibit 10.4 - Stock Purchase Agreement between the Company and Mirae Tech Company, Ltd., dated December 2, 2004

Exhibit 10.5- Rescinding Agreement between the Company and Mirae Tech Company, Ltd.,



7. Subsequent events:



On May 9, 2005, Timothy Dac Pham tendered his resignation from the positions of Chief Financial  Officer and Director of Bio-Warm Corporation (the "Company") (Letter attached as Exhibit 17.2).  The resignation was accepted by the Company's Board of Directors and is effective immediately.  There were no disagreements between the Company and Mr. Pham on any matter relating to the Company policies or practices.



On September 7, 2006, Johnny Park, the Chief Executive Officer, a President and a director of the Company, submitted his resignation as an officer and director to the Company's Board of Directors. The Company appointed John Nguyen as a director and Interim Chief Executive Officer, Interim President, and  Interim Corporate Secretary until such time as a suitable replacement can be found.



On March 9, 2007, the Company entered into a stock purchase agreement with Dai Dung Metallic Manufacture Construction-Trade Co. Ltd. to acquire all the issued and outstanding shares of common stock of Dai Dung Metallic manufacture Construction-Trade Co. Ltd. At closing, the Company was to deliver 80% of the total number of issued and outstanding shares of the Company after the effect of fifty for one reverse split and the issuance.



The Company changed its name to DDC Industries, Inc. on March 30, 2007.



Exhibit 17.2    -    Timothy Pham's Letter of Resignation, dated May 9, 2005

Exhibit 17.3  Letter of Resignation from Johnny Park, dated September 6, 2006

Exhibit 10.6 - Stock Purchase Agreement between the Company and Dai Dung Metallic Manufacture Construction-Trade Co. Ltd.., dated March 9, 2007



b) Certifying Accountant



(a) Previous independent accountants

(i) Effective June 23, 2005, Bio-Warm Corporation ("Registrant", "Bio-Warm" or the "Company"), confirmed with its auditors, HJ & Associates ("HJ"), that the firm would no longer be representing the Registrant as its accountants. As of that date, the Company informed HJ that it would not seek to re-appoint HJ as the Company's accountants.



(ii) HJ last reported on Registrant's financial statements as of June 14, 2004 (for the fiscal year ended February 29, 2004). Registrant's financial statements for the past two years, as audited by HJ, included independent auditor's reports containing explanatory paragraphs describing the uncertainty as to the Company's ability to continue as a going concern.



(iii) The change of independent accountants was ratified by the Board of Directors of Registrant on June 23, 2005.



(iv) During Registrant's two most recent fiscal years and the subsequent interim period through June 23, 2005, there were no disagreements with HJ on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved, to HJ's satisfaction, would have caused it to make reference to the subject matter of the disagreement in connection with its report.  However, HJ's reports on the Company's consolidated financial statements contained an explanatory paragraph describing the uncertainty as to the Company's ability to continue as a going concern.



(v) During the two most recent fiscal years and the subsequent interim period through June 23, 2005, there have been no reportable events (as defined in Regulation S-K Item 304(a)(1)(v)).

(a) During the previous two fiscal years and the subsequent interim period through June 23, 2005, HJ did not advise Registrant that the internal controls necessary for the registrant to develop reliable financial statements do not exist.



(b)  During the previous two fiscal years and the subsequent interim period through June 23, 2005, HJ did not advise Registrant that any information had come to their attention which had led them to no longer be able to rely on management's representation, or that had made HJ unwilling to be associated with the financial statements prepared by management.



(c)  During the previous two fiscal years and the subsequent interim period through June 23, 2005, HJ did not advise Registrant that the scope of any audit needed to be expanded significantly and that more investigation was necessary.



(d)  During the previous two fiscal years and the subsequent interim period through June 23, 2005, HJ did not advise Registrant that there was any information which the accountants concluded would materially impact the fairness and reliability of either (i) a previously issued audit report or the underlying financial statements, or (ii) the financial statements issued or to be issued covering the fiscal period(s) subsequent to the date of the most recent financial statements covered by an audit report (including information that, unless resolved to the accountant's satisfaction, would prevent it from rendering an unqualified audit report on those financial statements.



(vi) The Registrant has requested that HJ
furnish it with a letter addressed to the SEC stating whether or not it agrees
with the above statements. A copy of such letter, dated July 5, 2005, is filed
as Exhibit 16.1.



(b) New independent accountants



The Registrant has engaged Jaspers + Hall, PC ("Jaspers") as its new independent accountant on June 23, 2005. Prior to June 23, 2005 the Registrant had not consulted with Jaspers regarding (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Registrant's consolidated financial statements, and no written report or oral advice was provided to the Registrant by Jaspers concluding there was an important factor to be considered by the Registrant in reaching a decision as to an accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement, as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K, or a reportable event, as that term is defined in Item 304(a)(1)(iv) of Regulation S-K.



Exhibit 16.1 Letter from HJ dated July 5, 2005.



ITEM 15. PRINCIPAL ACCOUNTANT FEES AND SERVICES.



AUDIT FEES. The aggregate fees billed in each of the years ended February 28, 2005 and February 29, 2004 for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included in our Form 10-KSB or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those years were $14,136 and $10,586, respectively.



AUDIT-RELATED FEES. There were no fees billed for services reasonably related to the performance of the audit or review of the financial statements outside of those fees disclosed above under "Audit Fees" for years ended February 28, 2005 and February 29, 2004.

ALL OTHER FEES.              None.



PRE-APPROVAL POLICIES AND PROCEDURES. Prior to engaging its accountants to perform a particular service, our board of directors obtains an estimate for the service to be performed. All of the services described above were approved by the board of directors in accordance with its procedures.



SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly registrant  caused this report to be signed on its behalf by the undersigned in the City of Huntington Beach, California on May 30, 2008.



Bio-Warm Corporation.



Nevada corporation



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|-----------------------------------------------------------------------------------------------------------------------------------------
|By:      /s/ John Nguyen
---------------------------------------
John Nguyen
Its:    President and Chief Financial Officer
and a director





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



May 30, 2008



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|-----------------------------------------------------------------------------------------------------------------------------------------------
|By:      /s/  John Nguyen
--------------------------------------------
John Nguyen
Its:    President and Chief Financial Officer
and a director



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EXHIBIT 31.1



RULE 13A-14(A)/15D-14(A) CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER OF THE COMPANY



CERTIFICATIONS



I, John Nguyen, certify that:



1. I have reviewed this annual report on Form 10-KSB   of Bio-Warm Corporation;   2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

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



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



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



(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;



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



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



---



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



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



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



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|-------------------------------------------------------------------------------------------------------------------------------
|Date: May 30, 2008

/s/    John Nguyen
----------------------
John Nguyen
President  and Chief Financial Officer and a director







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Exhibit 32.1













PURSUANT TO 18 U.S.C. SECTION 1350,  AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 CERTIFICATION



In connection with the Annual Report of Bio-Warm Corporation   a Nevada corporation (the "Company") on Form 10-KSB for the year period   ending February 28, 2005, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), John Nguyen, President and Chief  Financial Officer of the Company, certifies to the best of his knowledge, pursuant to 18 U.S.C. Section  1350, as adopted pursuant to Section. 906 of the Sarbanes-Oxley Act of 2002, that:



(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and



(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.



A signed original of this written statement required by Section 906 has been provided to Bio-Warm Corporation,   and will be retained by Bio-Warm Corporation   and furnished to the Securities and Exchange Commission or its staff upon request.



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|------------------------------------------------------------------------------------------------------------
|/s/    John Nguyen
--------------------------
John Nguyen
President and Chief Financial Officer
May 30, 2008