# UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

# FORM 10-KSB

(Mark One)

|o |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- |  | ------------------------------------------------------------------------------------

# OR

|x |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE SEVEN-MONTH PERIOD ENDED DECEMBER 31, 2004
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------

# Commission File Number: 0-30608

DTLL, Inc.
(Name of Small Business Issuer in this charter)

|Minnesota                |  | 41-1279182                        | 
|------------------------ |  | --------------------------------- | 
|(State of incorporation) |  | (IRS Employer Identification No.)

1650 WEST 82NDSTREET, SUITE 1010, BLOOMINGTON, MN 55431
(Address of principal executive offices and Zip Code)

(Issuers telephone number)   (952) 881-4105

701 XENIA AVE S. SUITE 130, GOLDEN VALLEY, MN 55416
(Former address of principal offices)

Securities registered pursuant to section 12(b) of the Exchange Act: None

Securities registered pursuant to section 12(g) of the Act: Common Stock, par
value $.01 per share

Check whether the issuer (1) has filed all reports required to be filed by
section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the Registrant was required to
file such reports), and (2) has been subject to such filing requirements for the past 90 days.   (X)  YES      (   )  NO

Check if there is no disclosure of delinquent filers in response to Item 405
of Regulation S-B is not contained in this form, and no disclosure will be contained, to the best of registrants knowledge,
in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this
Form 10-KSB   ( X )

Issuers revenues for the seven-month period ended December 31, 2004 were $0.

The aggregate market value of the Registrants Common Stock held by
non-affiliates of the Registrant as of March 23, 2005 was approximately $930,832.

The Registrant had 13,325,693 shares of Common Stock outstanding as of March 23, 2005.

Transitional Small Business Disclosure Format (check one):   YES  (   )    NO  ( X )

---

FORWARD LOOKING STATEMENTS

This Form 10-KSB contains statements that constitute forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"). These statements
appear in a number of places in this Form 10-KSB and include statements regarding the intent, belief or current expectations of
DTLL, Inc., the ("Company"). Investors are cautioned that any such forward-looking statements are not guarantees of future
performance and involve risks and uncertainties, and that the actual results may differ materially from those in the
forward-looking statements as a result of various factors. The information contained in this Form 10-KSB, including, without
limitation, the information under "Managements Discussion and Plan of Operation" and "Description of Business" identifies
important factors that could cause or contribute to such differences.

# Purpose of This Transitional Report

This transitional report on Form 10-KSB is filed to effect a
change in fiscal year end from May 31 to December 31.

# PART I

|Item 1. |  | Description of Business
|------- |  | -----------------------

DTLL, Inc., f/k/a Dental Resources, Inc. (the "Company" or "DTLL, Inc.") was
incorporated in Minnesota in 1976. Until March 20, 2003, the Company was principally engaged in manufacturing and marketing
associated groups of dental related products to dentists, dental clinics, hospitals and dental laboratories. On March 20, 2003,
the Companys shareholders approved the sale of substantially all of its assets to DRIA, LLC, based on an asset purchase agreement
dated November 1, 2002. Under the asset purchase agreement, DRIA purchased substantially all of the Companys assets and assumed
the outstanding obligations and liabilities of the Company. The Company ceased operating its business as of the close of business
on March 20, 2003. On January 5, 2005, DTLL issued 12.5 million shares of its common stock to GS Pharma, Inc ("GSPI"), a
wholly-owned subsidiary of GelStat Corporation ("GelStat"), pursuant to a Contribution and Stock Acquisition Agreement, by and
between GSPI and DTLL, in exchange for rights to an exclusive license for provisional patents, patent applications and other
intellectual property related to the business of GelStat. It is anticipated that DTLLs business will consist of development and
marketing of prescription-only pharmaceutical products under the licensed patents.

With the exception of its executive officers, Messrs. Felten, Krosschell and
Adams, DTLL, Inc. had no employees during the seven months ended December 31, 2004.

|Item 2. |  | Description of Property
|------- |  | -----------------------

The Company does not own any real property. DTLL currently shares office and
laboratory space and receives administrative and support services from GelStat Corporation, its largest beneficial shareholder.
DTLL pays GelStat a fee of $25,000 per month for services pursuant to an Administrative Services Agreement (which is
filed as an exhibit to this report on Form 10-KSB). The fee is subject to review and adjustment at the request of DTLL, but not
more often than 2 times per year. The Agreement continues indefinitely until terminated by a party or by its terms in certain
events.

|Item 3. |  | Legal Proceedings
|------- |  | -----------------

The Company is not a party to any  existing or pending  legal  proceedings  involving a claim for damages in excess
of 10% of the current assets of the Company, nor has its property been the subject of any such proceeding.

|Item 4. |  | Submission of Matters to a Vote of Security Holders
|------- |  | ---------------------------------------------------

No matters were submitted to a vote of security holders during the seven month
period ended December 31, 2004.

1

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# PART II

|Item 5. |  | Market for Common Equity, Related Stockholder Matters and
Small Business Issuer Purchases of Equity Securities
|------- |  | --------------------------------------------------------------------------------------------------------------

The Companys $0.01 par value common stock (the "Common Stock") is
quoted on the OTC Bulletin Board under the symbol "DTLI." The following table sets forth the low and the high closing sales prices
for each period as reported on the OTC Bulletin Board during the fiscal years ended May 31, 2004 and December 31, 2004. These
quotations reflect inter-dealer prices, without retail mark up, mark down or commissions, and may not represent actual
transactions.

|                  | Closing Price
|----------------- | -------------
|                  |              
|
|                  |              
|August 31, 2003   |              
|November 30, 2003 |              
|February 28, 2004 |              
|May 31, 2004      |              

|                  | Closing Price
|----------------- | -------------
|                  |              
|
|                  |              
|August 31, 2004   |              
|November 30, 2004 |              
|December 31, 2004 |              

As of March 23, 2005, the Company had 261 holders of record. The Company has
never paid cash dividends on its common stock and does not intend to do so in the foreseeable future. There are no external
restrictions on the Companys ability to pay dividends. The Company currently intends to retain its earnings for discovery,
development and commercialization of novel therapeutic agents to address unmet patient needs in major disease states. The
Companys continued need to retain earnings is likely to limit the Companys ability to pay dividends in the future.

During the month of December 2004, the Company issued the following
securities. No underwriters or placement agents were involved. The securities were issued in exchange for services and there were
no cash proceeds from the issuances. All such securities were issued to accredited investors, as defined in Regulation
D under the Securities Act of 1933. Unregistered securities issued during the three months ended November 30, 2004 (the second
quarter of the old fiscal year) were reported in the report on Form 10-QSB for such fiscal quarter.

|Issuance Date |  | Security/ExercisePrice Per Share                    |  | Person(s) toWhom Issued |  | No. of Shares |  | Termination Date
|------------- |  | --------------------------------------------------- |  | ----------------------- |  | ------------- |  | ----------------
|             
|12/14/2004    |  | Warrants for Purchase of Common Stock at $0.01 (01) |  | Directors               |  | 90,000        |  | 12/13/2014      
|             

|(01) |  | At the time of exercise of this Option, the Optionee may determine whether to
pay the total purchase price of the Option Shares to be purchased solely in cash (including a personal check or a certified or
bank cashiers check, payable to the order of the Company) or by transfer from the Optionee to the Company of previously
acquired shares of Common Stock of the Company with a then current aggregate Fair Market Value (as such term is defined in the
Plan) equal to such total purchase price or by a combination of cash and such previously acquired shares of Common Stock. The
Committee may reject the Optionees election to pay all or part of the purchase price under this Option by means of a
Cashless Exercise with previously acquired shares of Common Stock and may require such purchase price to be paid entirely in cash
if, in the sole discretion of the Committee, payment in previously acquired shares would cause the Company to be required to
recognize a charge to earnings in connection therewith. For purposes of this Agreement, previously acquired shares
shall include both shares of Common Stock of the Company that are already owned by the Optionee at the time of exercise and Option
Shares which are to be acquired pursuant to the exercise of this Option. If the Optionee elects to exercise this Option, in whole
or in part, by transferring previously acquired shares, the Company shall issue to the Optionee the number of shares of Common
Stock determined by using the following formula:
|---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

2

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|X   = |  | Y(A  B)      A | 
|----- |  | --------------- | 

| |  | Where:   X  =  the number of shares of Common Stock to be issued to the
Optionee under the provisions of Section IV.A
| |  | ---------------------------------------------------------------------------------------------------------------------

| |  | Y  = |  | the number of
shares of Common Stock that would otherwise be issued upon such exercise, taking into account
previously issued shares under this Option
| |  | ---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | A  = |  | the current Fair Market Value (as defined in the Plan) of one share of Common Stock
calculated as of the last day immediately preceding such exercise
| |  | ---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------

| |  | B  = |  | the Option exercise price set forth in Article II
| |  | ---- |  | -------------------------------------------------

|Item 6. |  | Managements Discussion and Analysis or Plan of Operation
|------- |  | ---------------------------------------------------------

PLAN OF OPERATION.

DTLL operations for the foreseeable
future are expected to be limited exclusively to the development of new prescription
drugs. DTLL is therefore now a pharmaceutical company engaged in the discovery,
development and commercialization of novel therapeutic agents to address unmet patient
needs in major disease states. We intend on developing a portfolio of product candidates
based on our present lead compounds, which have now been acquired by license from GS
Pharma, Inc, a wholly owned subsidiary of GelStat Corporation. These compounds are
believed to be potentially effective anti-inflammatory compounds. As such, our present
research activity is focused primarily in the area of inflammation. Inflammation plays a
central role in the pathology of a number of disease states, including autoimmune disease,
arthritis, migraine, asthma and many others. Inflammation has of recent been increasingly
associated with certain aspects of heart and vessel disease, neurodegenerative disease and
even cancer.

We may evaluate additional compounds
on an ongoing basis, but our initial goal is to bring one or more of our initial product
candidates through Phase II clinical trials, after which we intend to seek partnerships
for the completion of Phase III clinical trials, regulatory approval and marketing.

New drug development is an inherently
uncertain, lengthy and expensive process. We focus our research and development efforts on
drug candidates we believe have already, indirectly, demonstrated significant indications
of efficacy in the disease states, or against the disease processes, intended to be
targeted. Specifically, we intend initially to isolate the compound or compounds
responsible for the observed efficacy of GelStat products. We believe that compounds
identified and isolated by GelStat, now exclusively licensed to us for pharmaceutical
development, have demonstrated, indirectly, significant efficacy in the treatment of
inflammatory disorders generally. We believe that, among other potential applications,
these compounds or their derivatives may prove to be especially useful in the treatment of
asthma.

We anticipate that cash and
equivalents now on hand are sufficient to successfully isolate and characterize the
compound or compounds responsible for the observed efficacy of GelStat products.
Additional drug development expenses will thereafter primarily relate to the conduct of
clinical trials necessary to demonstrate to the satisfaction of the U.S. Food and Drug
Administration, or FDA, and other regulatory authorities in the United States and other
countries, that the products are both safe and effective in their respective indications
and that they can be produced in a validated consistent manufacturing process. The number,
size, scope and timing of the clinical trials necessary to bring a product candidate to
development completion and commercialization cannot readily be determined at an early
stage, nor, given the timelines of the trials extending over periods of years, can future
costs be estimated with precision. Nonetheless, we estimate that approximately $5 million
will be required to successfully complete Phase II clinical trials for an initial
therapeutic application, and that such trials can be initiated within two years.

Our business strategy is designed to
address certain risks of new drug development by shortening the timeline to marketability,
and reducing the risk of failure, which is higher with pre-clinical stage products

3

---

that have not previously demonstrated
significant indications of efficacy in the disease states, or against the disease
processes, intended to be targeted. Currently, each of our lead compounds is believed to
represent a potentially novel and effective anti-inflammatory agent. Given the mortality
and morbidity associated with many of the presently existing anti-inflammatory agents,
both older Non-Steroidal Anti-Inflammatory Drugs (NSAIDS) and newer COX-II Inhibitors, we
anticipate the possibility of an expedited (fast track) regulatory approval
process by the FDA. We also view the potential for early out-license and cooperative
development agreements as a potential revenue opportunity that could help defray our
operating expenses and potentially some of the costs of our new drug development
activities.

RESULTS OF OPERATIONS FOR THE SEVEN-MONTHS ENDED DECEMBER 31, 2004 AND 2003.

For the seven-months ended December
31, 2004 and 2003, the Company recorded no revenues from operations. This is attributable
to the fact that operations were suspended in 2003 due to the sale of substantially all of
the Companys assets.

For the seven-months ended December
31, 2004 and 2003, the Company had no marketing expenses. General and administrative
expenses increased to $593,000 for the seven-months ended December 31, 2004 compared to
$130,000 in 2003. Legal expenses for the seven-months ended December 31, 2004 were $31,000
as compared to $13,000 for 2003. Most of the legal expenses for the two fiscal periods
were incurred in connection with filings with the Securities and Exchange Commission.
Director fees increased to $147,000 for the seven-months ended December 31, 2004 as
compared to $65,000 for 2003. The increase in director fees paid was attributable to the
board meeting frequently during the fiscal period to finalize the reorganization strategy
for the Company, and a bonus paid to each of the directors. Accounting fees decreased for
the seven-months ended December 31, 2004 to $30,000 as compared to $42,000 for 2003. Most
of the accounting expenses in both fiscal periods were incurred in connection with filings
with the Securities and Exchange Commission.

For the seven-months ended December
31, 2004 and 2003, the Company had no interest expense. Interest income was $12,000 for
the seven-months ended December 31, 2004 compared to $135 for 2003. Interest income was
the result of investing funds received from the sales of its assets to DRIA, LLC. For the
seven-months ended December 31, 2004 and 2003, the Company had no income taxes. The
absence of a tax benefit is a result of the fact that the Company did not have any
operations that would potentially create profits to apply the benefit against. Net loss
for the seven-months ended December 31, 2004 increased to a loss of $581,000 from a net
loss of $124,000 for 2003. The increase in net loss for the seven-month period ended
December 31, 2004 was mainly attributable to an increase in directors fees and warrant
compensation expense recorded as a result of warrants issued to directors and consultants
to the company.

On December 31, 2004 the
Companys total assets were $500,000, compared to $782,000 at December 31, 2003. The
decrease in assets was due to the net loss from operations. Total liabilities increased to
$64,000 at December 31, 2004, compared to $2,600 at December 31, 2003. The increase in
liabilities was attributable to an increase in accrued liabilities incurred during the
period but not paid until the next fiscal period. Stockholders equity decreased to
$436,000 from $779,000 as of December 31, 2003 due to a net loss of $124,000 coupled with
an increase in paid in capital pursuant to the recording of warrant compensation expenses
for the period.

RESULTS OF OPERATIONS FOR THE FISCAL YEARS ENDED MAY 31, 2004 AND 2003.

For the year ended May 31, 2004, the
Company recorded no revenues from operations, as compared to $4,845,000 for the same
period in 2003. This decrease is attributable to the fact that operations were suspended
in 2003 due to the sale of substantially all of the Companys assets. Gross profits
decreased to $0 for the year ended May 31, 2004 from $1,199,000 in 2003. As with sales,
the decrease in gross profits was due to the suspension of operations. Gross profit as a
percent of sales was 24.7% in 2003.

4

---

Marketing expenses for the year
ending May 31, 2004 decreased to $0 from $630,000 in 2003 as the Company had suspended
marketing efforts in 2003 along with the suspension of operations. General and
administrative expenses decreased to $230,000 for the year ended May 31, 2004 from
$976,000 in 2003, a decrease of 76%. Legal expenses were $34,000 in fiscal 2004 as
compared to $137,000 in fiscal 2003, a decrease of 75%. Most of the expenses for fiscal
periods 2003 and 2004 were incurred in connection with filings with the Securities and
Exchange Commission. Director fees increased to $122,000 in 2004 as compared to $116,000
in 2003 as the board met frequently during the fiscal year to attempt to find a suitable
reorganization strategy for the Company. Accounting fees remained relatively constant at
$56,000 in fiscal 2004 as compared to $57,000 in 2003. Most of the accounting expenses in
2004 were incurred in connection with filings with the Securities and Exchange Commission.

Interest expense decreased from an
expense of $11,000 in 2003, to an income of $5,000 for the year ended May 31, 2004. The
decrease in interest is a result of the Company satisfying all debt in 2003 following the
sales of its assets to DRIA, LLC, along with interest income received from investing funds
received from the sale. Income taxes decreased to $0 for the year ended May 31, 2004 from
a benefit of $36,000 in 2003. The decrease in tax benefit is a result of the fact that the
Company did not have any operations that would potentially create profits to apply the
benefit against. Net loss for the year ended May 31, 2004 decreased to a loss of
$237,000 from a net loss of $391,000 in 2003. The decrease in net loss for fiscal 2004 was
attributable to the fact that expenses relating to the sale of assets to DRIA, LLC that
were present in fiscal 2003 were no longer present in 2004.

On May 31, 2004 the Companys
total assets were $673,000, compared to $985,000 at May 31, 2003. The decrease in assets
was due to the net loss from operations. Total liabilities decreased to $6,000 at May 31,
2004, compared to $82,000 at May 31, 2003. The decrease in liabilities was mainly
attributable to settling of liabilities accrued at year end of fiscal 2003.
Stockholders equity decreased to $666,000 from $903,000 as of May 31, 2003 due to a
net loss of $237,000.

LIQUIDITY AND CAPITAL RESOURCES.

During the seven-month period ending
December 31, 2004, operations of the Company produced a negative cash flow of $175,000 as
compared to a negative cash flow of $328,000 in 2003. The decrease in operating cash flows
resulted mostly from purchases of marketable securities during the seven-months ended
December 31, 2003.

During the twelve-month period ending
May 31, 2004, operations of the Company produced a negative cash flow of $275,000. The
prior fiscal year produced negative cash flows from operations of $245,000 in comparison.
The negative operating cash flows resulted mostly from the net losses.

In January 2005, DTLL acquired from
GS Pharma, Inc. an exclusive license to develop and commercialize prescription drug
applications for certain compounds discovered and developed by GelStat. In exchange for
the license, GS Pharma Inc. has received 12.5 million shares of DTLL, presently valued at
nearly $35 million, and now holds approximately 94 percent of the outstanding shares of
DTLL.

The long range goals for the Company
include bringing to market a line of effective prescription drugs leveraging what GelStat
has discovered in over-the-counter applications. The exact impact of these changes cannot
be predicted at this time. Management believes that the acquisition of the GS Pharma, Inc.
license will lead to future operating revenues as the licensed technology is further
developed.

Other than possibilities presented by
the recent acquisition of the GS Pharma, Inc. license, there are no known trends, events,
or uncertainties known to management at this time that have had or are reasonably expected
to have a material impact on the net sales or revenues or income from investments made by
the Company.

5

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|Item 7. |  | Financial Statements
|------- |  | --------------------

The Companys Financial
Statements, and the report of Olsen Thielen & Co., LTD, independent registered public
accountants, with respect thereto, as listed below, appear following the signature page in
this Form 10-KSB.

| | Report
of Independent Registered Public Accounting FirmBalance Sheets December 31 and May 31, 2004
Statement of Operations Seven-months Ended December 31, 2004 and Years ended May 31, 2004 and 2003
Statement of Stockholders Equity Seven-months Ended December 31, 2004 and Years ended May 31, 2004 and 2003
Statement of Cash Flows Seven-months Ended December 31, 2004 and Years ended May 31, 2004 and 2003
Notes to Financial Statements
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|Item 8. |  | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|------- |  | ------------------------------------------------------------------------------------

There have not been any changes in or
disagreements with accountants during the seven-months ended December 31, 2004.

|Item 8A. |  | Controls and Procedures
|-------- |  | -----------------------

As of the end of the period covered
by this report, the Company conducted an evaluation under the supervision and with the
participation of the companys management, including the Companys Chief
Executive Officer and Chief Financial Officer, regarding the effectiveness of the design
and operation of the Companys disclosure controls and procedures pursuant to Rules
13a-15(b) of the Securities Exchange Act of 1934 (the Exchange Act). Based
upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded
that the Companys disclosure controls and procedures are effective to ensure that
information that is required to be disclosed by the Company in reports that it files under
the Exchange Act is recorded, processed, summarized and reported within the time period
specified in the rules of the Securities Exchange Commission. There were no changes in the
Companys internal control over financial reporting that occurred during the period
covered by this report that have materially affected, or are reasonably likely to
materially affect, the Companys internal control over financial reporting.

|Item 8B. |  | Other Information
|-------- |  | -----------------

Not Applicable

# PART III

|Item 9. |  | Directors, Executive Officers, Promoters, Control Persons; Compliance with Section 16(a)
of the Exchange Act
|------- |  | ------------------------------------------------------------------------------------------------------------

Set forth below are the names, ages and positions of the directors and
executive officers of the Company during the seven months ended December 31, 2004:

|Name                 |  | Age |  | Position with Company               
|-------------------- |  | --- |  | ------------------------------------
|                    
|Russell G. Felten    |  | 56  |  | Director and Chief Executive Officer
|                    
|Thomas A. Krosschell |  | 48  |  | Director and Chief Financial Officer
|                    
|Edward S. Adams      |  | 42  |  | Director and Secretary              

6

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Russell G. Felten was elected to the Board of Directors in 1994. Mr. Felten
is Director of Finance and Administration for Minneapolis Enameling Co., Inc. From 1988 to 2001, Mr. Felten was self-employed as a
business consultant and investment advisor. In these capacities he has served as an officer and director of several private and
public companies. Mr. Felten holds a BS in Business Administration from Valparaiso University and received the Certified Financial
Planner designation in 1989.

Thomas A. Krosschell was elected to the board in November of 2001. Mr.
Krosschell is currently self-employed. Until the beginning of 2003, he was a Vice President of Oak Ridge Financial Services Group,
Inc., f/k/a Equity Securities Investments, Inc. Mr. Krosschell has over 14 years of experience in the investment banking field and
has been involved in transactions exceeding $150 million in debt and equity financing, with special areas of expertise in areas of
health care and technology. Prior to joining Oak Ridge Financial Services Group, Inc., Mr. Krosschell was a principal and one of
three partners of Maven Investments, Inc., a Minneapolis based boutique investment banking firm. Mr. Krosschell received a BSBA in
finance from the University of Denver.

Edward S. Adams was elected to the board in November of 2001. Mr. Adams is
the Vice Chairman of ORCG, Inc., the parent company of Oak Ridge Financial Services Group, Inc., f/k/a Equity Securities
Investments, Inc. Mr. Adams has extensive experience in the public and private offerings of equity and debt; mergers and
acquisitions of publicly- and closely-held corporations; loan restructurings; receivables financings; structured finance;
commercial transactions; and bankruptcy liquidations and reorganizations. Mr. Adams serves on the Board of Directors of ORCG, Inc.
and ASFG, Inc. Mr. Adams graduated cum laude with a JD degree from the University of Chicago and earned an MBA with highest honors
from the Carlson School of Management at the University of Minnesota.

The Companys directors are elected at the annual meeting of
stockholders and hold office until their successors are elected and qualified. The Companys officers are appointed by the Board
of Directors and serve at the discretion of the Board. None of the current officers of DTLL, Inc. has an employment agreement with
the Company.

All directors and officers resigned effective 1/1/05 in connection with the
acquisition of the GSPI license.

Audit Committee/Financial Expert

As of December 31, 2004 the Company did not have an audit committee. Pursuant
to Section 3(a)(58)(B) of the Securities Exchange Act of 1934, as amended, the Companys entire Board of Directors served as
the audit committee. The Company believes that all of its directors then in office  Messrs. Felten, Krosschell and Adams
 qualify as audit committee financial experts due to their professional experience. None of the said directors was
independent. The designation of Messrs. Felten, Krosschell and Adams as the audit committee financial experts does not impose on
them any duties, obligations or liability that are greater than the duties, obligations and liability imposed on such persons as a
member of the Board of Directors in the absence of such designation or identification.

Code of Ethics

The Companys officers have signed the Companys Code of Ethics. The
Code addresses such topics as acting with honesty and integrity, avoiding conflicts of interest, providing full, fair, timely and
accurate disclosure to the SEC and in other public communications and compliance with rules and regulations of governmental and
public regulatory agencies. The Code is attached as Exhibit 14 to this Form 10-KSB.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires the
Companys officers and directors, and persons who own more than 10% of a registered class of the Companys equity
securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission. Officers, directors
and greater than 10% shareholders are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms
they file.

To the Companys knowledge, based on a review of the copies of such
reports furnished to the Company during the seven-month period ended December 31, 2004, all Section 16(a) filing requirements
applicable to Insiders were complied with.

7

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|Item 10. |  | Executive Compensation
|-------- |  | ----------------------

The following  table sets forth certain  information  regarding  compensation  paid during the  seven-month  period
ended  December  31, 2004 and each of the  Companys  last two prior  fiscal  years to the person  serving as Chief
Executive  Officer  during those fiscal  periods.  No other  persons  serving as executive  officers of the Company
during the  seven-month  period ended December 31, 2004 received total salary and bonus  compensation  in excess of
$100,000.

Executive Compensation Table

|                        |  | AnnualCompensation |  | Long TermCompensation
|----------------------- |  | ------------------ |  | ---------------------
|                        |  |                    | 
|
|                        |  |                    |  |                      
|Russell Felten (1)      |  |                    |  | Year End May 31,     
|Chief Executive Officer |  |                    |  | Year End May 31,     
|                        |  |                    |  | 7 Month End Dec.     

|(1) | Elected as Chief Executive Officer as of March 20, 2003, upon consummation of the sale of assets to DRIA, LLC.
Mr. Felten receives a monthly salary of $500.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------

# Option/SAR Grants in Last Fiscal Year

The following table sets forth
 information  regarding stock options granted to the Chief Executive  Officer during the
seven-month period ended December 31, 2004.  The Company has not granted stock
appreciation rights.

|NAME                   |  | Number ofSecuritiesUnderlyingOptions/SARsGranted(#) |  | Percent of TotalOptions/SARsGranted toEmployees inFiscal Year |  | Exercise ofBase Price($/sh) |  | ExpirationDate
|---------------------- |  | --------------------------------------------------- |  | ------------------------------------------------------------- |  | --------------------------- |  | --------------
|                      
|Russell G. Felten, CEO |  | 16,666                                              |  | 7.8%                                                          |  | 2.14                        |  | 08/26/2014    
|                       |  | 25,000                                              |  | 11.6%                                                         |  | 1.40                        |  | 09/30/2014    
|                       |  | 30,000                                              |  | 14.0%                                                         |  | 0.01                        |  | 12/13/2014    

# Aggregated Option/SAR Exercises in Last Fiscal Year and FY-End Option/SAR Values

The following table provides
information related to the exercise of stock options during the seven-month period ended
December 31, 2004 by the Chief Executive Officer and the number and value of options held
at fiscal year end by the Chief Executive Officer:

|NAME                   |  | SharesAcquired OnExercise(#) |  | ValueRealized |  | Number of Unexercised Securities Underlying Option/SARs At FY-End (#) Exercisable/Unexercisable |  | Value of Unexercised In-The-Money Option/SARsAt FY-End ($) Exercisable/Unexercisable(1)
|---------------------- |  | ---------------------------- |  | ------------- |  | ----------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------
|                      
|Russell G. Felten, CEO |  | 909                          |  | $    2,554    |  | 192,943/0                                                                                       |  | $489,599/0                                                                             

|(1) | Value of exercisable/unexercisable in-the-money
options is equal to the difference between the market price of the Common Stock at fiscal year end and the option exercise price
per share multiplied by the number of shares subject to options. The closing sale price as of December 31, 2004 on the OTC
Bulletin Board was $3.25.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# Director Compensation

Since the sale of DTLL, Inc.s assets in March of 2003, the
Companys board consists of only three directors. Each of the three directors currently receives a fee of $1,500 per month
plus $500 for each board meeting attended. For the seven-month period ended December 31, 2004 accruals for one-time bonus payments
were made for the following amounts: Russ Felton $25,000, Edward Adams $20,000, and Tom Krosschell $15,000. These one-time bonus
payments were subsequently satisfied in January of 2005 following the close of the current reporting period.

8

---



# Employment Contracts

The Company  did not have any  written  employment  agreements  with its  officers  during the seven  months  ended
December 31, 2004.  Russell G. Felten,  Thomas A. Krosschell and Edward S. Adams, as officers of the Company,  each
receive  compensation  in the  amount of $500 per  month  for their  services.  For the  seven-month  period  ended
December  31, 2004  accruals  for  one-time  bonus  payments to each of the three  officers  totaling  $60,000 were
recorded.  These one-time bonus payments were subsequently  satisfied in January of 2005 following the close of the
current reporting period.

|Item 11. |  | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|-------- |  | ----------------------------------------------------------------------------------------------

The following table sets forth the number of shares of Common Stock
beneficially owned as of the seven-month period ended December 31, 2004, by each person or entity known by the Company to be the
beneficial owner of more than 5% of the Companys common stock, by each executive officer of the Company named in the Summary
Compensation table, by each current director of the Company and by all directors and executive officers (including the named
individuals) as a group. Unless otherwise indicated, the shareholders listed in the table have sole voting and investment powers
with respect to the shares indicated.

|Titleof Class |  | Name and Address ofBeneficial Owner                                          |  | Amount and Nature ofBeneficial Owner |            | Percentof Class
|------------- |  | ---------------------------------------------------------------------------- |  | ------------------------------------ | ---------- | ---------------
|             
|Common        |  | Stephen C. Roberts, MD1650 West 82nd Street, Suite 1200Bloomington, MN 55431 |  | 50,000                               |            | 6.1%           
|             
|Common        |  | Raymond James & Associates880 Victoria DriveEden Prairie, MN 55347           |  | 40,571                               |            | 4.9%           
|             
|Common        |  | Thomas A. Krosschell8911 Victoria DriveEden Prairie, MN 55347                |  | 212,092                              | Shares (1) | 20.8%          
|             
|Common        |  | Edward S. Adams2810 West 49th StreetMinneapolis, MN 55409                    |  | 176,666                              | Shares (2) | 17.7%          
|             
|Common        |  | Russell G. Felten8054 Erie SpurChanhassen, MN 55317                          |  | 196,243                              | Shares (3) | 12.4%          
|             
|Common        |  | Officers and Directors as a group (3 persons)                                |  | 585,001                              | Shares (4) | 42.3%          

|(1) | Includes 171,666 shares of Common Stock issuable
upon the exercise of options and warrants presently exercisable or exercisable within the next 60 days by Mr. Krosschell and
21,277 shares of common stock issuable upon exercise of warrants as of 12/31/04 that subsequently expired without exercise on
03/01/05.                                                                                                                                             
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Includes 171,666 shares of Common Stock issuable
upon the exercise of options and warrants presently exercisable or exercisable within the next 60 days by Mr. Adams.                                                                                                                                                                                                                                                                                             
|(3) | Includes 21,277 shares of Common Stock issuable upon
exercise of a warrant by Mr. Feltens spouse as of 12/31/04 that subsequently expired without exercise on 03/01/05, 171,666
shares of Common Stock issuable upon the exercise of options and warrants presently exercisable or exercisable within the next 60
days by Mr. Felten and 2,391 shares of Common Stock held by Mr. Feltens spouse. Mr. Felten shares voting and investment
power with his spouse.
|(4) | Includes 557,552 shares of Common Stock issuable upon
exercise of options and warrants of officers and directors as a group presently exercisable or within 60 days of such date.                                                                                                                                                                                                                                                                                 

As of December 31, 2004, the Company had an agreement in principle with GelStat
Corporation whereby GelStat would acquire control of the Company as a result of receipt of shares of the Company in consideration
of transfer of an exclusive license for GelStat technology. That transaction was actually consummated in January 2005.

9

---

# Equity Compensation Plans

The following table provides information as of December 31, 2004 about the
Companys equity compensation plans.

Equity Compensation Plan Information

|                                     
|-------------------------------------
|
|                                     
|
|                                     
|                                     
|Equity compensation plans approved by
|security holders                     
|                                     
|Equity compensation plans not        
|approved by security holders/        
|discretionary warrants               
|                                     
|Total                                
|                                     

The Company has in the past and may in the future grant warrants to
consultants and non-employee directors at prices and on terms determined by the Board of Directors in its discretion. The grant of
warrants is not done pursuant to any written plan considered by the shareholders, rather each warrant is a separate written
agreement. In 2000, 63,831 five-year warrants were granted, each having an exercise price of $.47 per share. An additional 75,000
warrants were issued in September 2002 and expire in 2007, each having an exercise price of $1.01 per share. An additional 75,000
warrants were issued in October 2003 and expire in 2013, each having an exercise price of $0.75 per share. An additional 75,000
warrants were issued in October 2004 and expire in 2014, each having an exercise price of $1.40 per share. An additional 60,000
warrants were issued in October 2004 and were exercised in December 2004 at a price of $0.01 per share. An additional 7,500
warrants were issued in November 2004 and expire in 2014, each having an exercise price of $0.01 per share. An additional 90,000
warrants were issued in December 2004 and expire in 2014, each having an exercise price of $0.01 per share.

10

---

|Item 12. |  | Certain Relationships and Related Transactions
|-------- |  | ----------------------------------------------

During the seven-month period ended December 31, 2004 and the fiscal year
ended May 31, 2004 the Company has not entered into any material transactions with an officer, director, or a beneficial owner of
5% or more of the Companys common stock, except as follows:

After the sale of the Companys assets, the Company entered into an
agreement with Oak Ridge Financial Services Group, Inc., pursuant to which up to $250,000 of DTLL, Inc.s cash could be
invested by Oak Ridge Financial Services Group, Inc., which received 20% of any profits made through such investments. The
agreement was terminated in March of 2004. Director Edward Adams is the Vice Chairman of Oak Ridge Capital Group, Inc. (NASDAQ
NMS: ORCG), the parent company of Oak Ridge Financial Services Group, Inc., f/k/a Equity Securities Investments, Inc. On February
11, 2005 the account was closed and the balance transferred to DTLL, effectively terminating the investment management
relationship.

On January 12, 2004 the Company entered into a credit line agreement with
Card Acquisition, LLC (Card Acquisition), pursuant to which the Company agreed to provide to Card Acquisition a credit
line of up to $150,000. Each loan made under the credit line will bear an annual interest rate of 15%. Unless terminated earlier
by the Company, the agreement will expire on May 7, 2005. Card Acquisition will use the loans to acquire certain
non-performing consumer debt and will repay the loan out of the collection of such debt. Card Acquisition is obligated to pay to
Oak Ridge Financial Services Group, Inc. an aggregate amount of $10,000 for services rendered in connection with the establishment
of this business relationship. On December 13, 2004 all obligations including principal advances and accrued interest pursuant to
this agreement were paid to the Company in full.

On May 20, 2004, the Company filed a Form 8-K, announcing that the Company
signed a letter of intent with Apollo Diamond, Inc. and Apollo Nano-Diamond Corporation to enter into a Cooperative Technology
Agreement. Director Edward S. Adams is a shareholder and acting officer of Apollo Diamond, Inc. Mr. Adams does not participate in
any decisions of the Companys board as far as the Companys business relationship with Apollo Diamond, Inc. is
concerned. The Companys board formed a special committee consisting of Messrs. Felten and Krosschell that is authorized to
take any actions the board would be authorized to take with regard to the relationship with Apollo Diamond, Inc. On October 15,
2004, DTLL, Inc. (the Company) announced in a press release the termination of the Companys Letter of Intent
with Apollo Diamond, Inc., and Apollo Nano-Diamond Corporation to enter into a Cooperative Technology Agreement.

DTLL currently shares office and laboratory space and receives administrative
and support services from GelStat Corporation, its largest beneficial shareholder. DTLL pays GelStat a fee of $25,000 per month
for the space and service pursuant to an Administrative Services Agreement (which is filed as an exhibit to this report on Form
10-KSB). The fee is subject to review and adjustment at the request of DTLL, but not more often than 2 times per year. The
Agreement continues indefinitely until terminated by a party or by its terms in certain events.

|Item 13. |  | Exhibits and Reports on Form 8-K
|-------- |  | --------------------------------

# Exhibits:

See Exhibit Index following the Financial Statements.

# Reports on Form 8-K:

All information required to be
disclosed on a report on a Form 8-K during the period covered by this Form 10-KSB has been
disclosed on a Form 8-K.

|Item 14. |  | Principal Accountant Fees and Services
|-------- |  | --------------------------------------

# Audit Fees

The following fees were billed by Olsen Thielen & Co., LTD for services
rendered for the seven-month period ended December 31, 2004 and the fiscal year May 31, 2004:

|                  
|------------------
|
|                  
|Audit Fees        
|                  
|Audit-Related Fees
|                  
|Tax Fees          
|                  
|All Other Fees    
|                  

Audit fees are for professional services rendered and expenses incurred for
the audit of the Companys annual financial statements and review of financial statements included in our Forms 10-KSB and
10-QSB or services that are normally provided by the accountant in connection with statutory and regulatory filings with the
Securities and Exchange Commission.

Tax fees include fees for services provided and expenses incurred in
connection with tax compliance and tax advice.

11

---

# Pre-Approval Policies and Procedures

Pursuant to Section 10A(h) and (i), the Companys Board of Directors,
acting as the Audit Committee, is required to pre-approve all audit and non-audit services performed by the Companys
independent auditors in order to assure that the provision of such services does not impair the auditors independence.

The Board of Directors has not formally adopted a policy for pre-approval of
all audit and non-audit services by its independent auditors, but does approve all audit and permitted non-audit services to be
performed for the Company by its independent auditors.

The Companys Board of Directors has considered whether provision of the
above non-audit services is compatible with maintaining Olsen Thielen & Co., LTDs independence and has determined that
such services have not adversely affected Olsen Thielen & Co., LTDs independence.

SIGNATURES

Pursuant to the requirements
of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has caused this Report to be signed on its behalf by
the undersigned, thereunto duly authorized.

|                        |                                                                 |     |  | DTLL, INC.                   | 
|----------------------- | --------------------------------------------------------------- | --- |  | ---------------------------- | 
|                       
|                       
|Dated:   March 30, 2005 |                                                                 | By: |  | /s/   Stephen C. Roberts, MD | 
|                        |                                                                
|                        | Stephen C. Roberts, MD, Chief Executive Officer & Sole Director |    

Pursuant
to the requirements of the Securities Exchange Act of 1934, this Report has been signed
below by the following persons on behalf of the Registrant, in the capacities, and on the
dates indicated.

|                        |                                                                 |     |  |                              | 
|----------------------- | --------------------------------------------------------------- | --- |  | ---------------------------- | 
|Dated:   March 30, 2005 |                                                                 | By: |  | /s/   Stephen C. Roberts, MD | 
|                        |                                                                
|                        | Stephen C. Roberts, MD, Chief Executive Officer & Sole Director |    

12

---

# REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

# Board of Directors
DTLL, Inc.
Bloomington, Minnesota

We have audited the accompanying balance sheet of DTLL, Inc. as of
December 31, 2004 and May 31, 2004, and the related statements of operations, stockholders equity and cash flows for the
seven months ended December 31, 2004 and each of the two years in the period ended May 31, 2004. 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 audits.

We conducted our audits in accordance with the 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 audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of DTLL, Inc. as of December 31, 2004 and May 31, 2004, and the results of its
operations and its cash flows for the seven months ended December 31, 2004 and for each of the two years in the period ended May
31, 2004, in conformity with U.S. generally accepted accounting principles.

# /S/   Olsen, Thielen & Co., Ltd.
St. Paul, Minnesota
March 29, 2005

13

---

DTLL, INC.
BALANCE SHEET
AS OF DECEMBER 31, 2004 AND MAY 31, 2004

---

|                                                                   | December 31,2004 |  | May 31,2004
|------------------------------------------------------------------ | ---------------- |  | -----------
|ASSETS:                                                            |                  |  |            
|                                                                  
|CURRENT ASSETS:                                                    |                  | 
|Cash and Cash Equivalents                                          |                  |  | $          
|                                                                  
|Accounts Receivable                                                |                  |  |            
|Notes Receivable                                                   |                  |  |            
|                                                                   |                  |  |            
|Total Current Assets                                               |                  |  |            
|                                                                   |                  |  |            
|                                                                  
|TOTAL ASSETS                                                       |                  |  | $          
|                                                                   |                  |  |            
|                                                                  
|LIABILITIES AND STOCKHOLDERS EQUITY:                              |                  | 
|                                                                  
|CURRENT LIABILITIES:                                               |                  | 
|Accounts Payable                                                   |                  |  | $          
|Accrued Expenses                                                   |                  |  |            
|                                                                   |                  |  |            
|Total Current Liabilities                                          |                  |  |            
|                                                                   |                  |  |            
|                                                                  
|STOCKHOLDERS EQUITY:                                              |                  | 
|Undesignated stock  $.01 par value; 50,000,000 shares authorized;
|No shares Issued or Outstanding                                    |                  |  |            
|Common stock  $.01 par value; 50,000,000 shares authorized;       |                  | 
|824,474 and 763,565 shares issued and outstanding                  |                  |  |            
|Additional Paid-in Capital                                         |                  |  |            
|Accumulated Deficit                                                |                  |  |            
|                                                                   |                  |  |            
|Total Stockholders Equity                                         |                  |  |            
|                                                                   |                  |  |            
|                                                                  
|TOTAL LIABILITIES AND STOCKHOLDERS EQUITY                         |                  |  | $          
|                                                                   |                  |  |            

The accompanying notes are an
integral part of the financial statements.

14

---

DTLL, INC.
STATEMENT OF OPERATIONS
FOR THE SEVEN MONTHS ENDED DECEMBER 31, 2004 AND YEARS ENDED MAY 31, 2004 AND 2003

---

|                                      | 7 Months EndedDecember 31,2004 |  | Year EndedMay 31,2004 |          | Year EndedMay 31,2003
|------------------------------------- | ------------------------------ |  | --------------------- | -------- | ---------------------
|SALES                                 |                                |  | $                     |         |                      
|                                     
|COST OF SALES                         |                                |  |                       |         |                      
|                                      |                                |  |                       |          |                      
|GROSS PROFIT                          |                                |  |                       |         |                      
|                                     
|EXPENSES                              |                                | 
|Marketing                             |                                |  |                       |         |                      
|General & Administrative              |                                |  |                       | 593,373  |                      
|                                      |                                |  |                       |          |                      
|TOTAL EXPENSES                        |                                |  |                       | 593,373  |                      
|                                      |                                |  |                       |          |                      
|                                     
|LOSS FROM OPERATIONS                  |                                |  |                       | (593,373 | )                    
|                                     
|OTHER INCOME (EXPENSE)                |                                | 
|Interest Income (Expense)             |                                |  |                       | 12,152   |                      
|Other Income                          |                                |  |                       | 462      |                      
|Loss on Sale to DRIA, LLC             |                                |  |                       |         |                      
|Loss on Sale of Markatable Securities |                                |  |                       |         |                      
|                                      |                                |  |                       |          |                      
|Net Other Income and (Expense)        |                                |  |                       | 12,614   |                      
|                                      |                                |  |                       |          |                      
|                                     
|LOSS BEFORE INCOME TAXES              |                                |  |                       | (580,759 | )                    
|                                      |                                |  |                       |          |                      
|                                     
|INCOME TAX BENEFIT                    |                                |  |                       |         |                      
|                                      |                                |  |                       |          |                      
|                                     
|NET LOSS                              |                                |  | $                     | (580,759 | )                    
|                                      |                                |  |                       |          |                      
|Basic Net Loss Per Common Share       |                                |  | $                     | (0.76    | )                    
|                                      |                                |  |                       |          |                      
|                                     
|Diluted Net Loss Per Common Share     |                                |  | $                     | (0.76    | )                    
|                                      |                                |  |                       |          |                      
|                                     
|Average Common Shares Outstanding     |                                | 
|Basic                                 |                                |  |                       | 765,253  |                      
|Diluted                               |                                |  |                       | 765,253  |                      

The accompanying notes are an
integral part of the financial statements.

15

---

DTLL, INC.
STATEMENT OF STOCKHOLDERS EQUITY
FOR THE SEVEN MONTHS ENDED DECEMBER 31, 2004 AND THE YEARS ENDED MAY 31, 2004 AND 2003

---

|                               | Common Stock
|------------------------------ | ------------
|
|BALANCE on May 31, 2002        |             
|                              
|Repurchase of Stock            |             
|                              
|Net Loss                       |             
|                               |             
|                              
|BALANCE on May 31, 2003        |             
|                              
|Net Loss                       |             
|                               |             
|                              
|BALANCE on May 31, 2004        |             
|                              
|Options and Warrants Exercised |             
|Net Loss                       |             
|Compensation Expense on        |             
|Warrants Issued                |             
|                               |             
|BALANCE on December 31, 2004   |             
|                               |             

The accompanying notes are an
integral part of the financial statements.

16

---

DTLL, INC.
STATEMENT OF CASH FLOWS
FOR THE SEVEN MONTHS ENDED DECEMBER 31, 2004 AND YEARS ENDED MAY 31, 2004 AND 2003

---

|                                                     | 7 Months EndedDecember 31,2004 |  | Year EndedMay 31,2004 |          | Year EndedMay 31,2003
|---------------------------------------------------- | ------------------------------ |  | --------------------- | -------- | ---------------------
|CASH FLOWS FROM  OPERATING ACTIVITIES:               |                                |  |                       |          |                      
|Net Loss                                             |                                |  | $                     | (580,759 | )                    
|Adjustments to Reconcile Net Loss to Net             |                                | 
|Cash Used in Operating Activities:                   |                                | 
|Depreciation and Amortization                        |                                |  |                       |         |                      
|Loss on Sale to DRIA, LLC                            |                                |  |                       |         |                      
|Loss on Disposal of Fixed Assets                     |                                |  |                       |         |                      
|Loss on Sale of Marketable Securities                |                                |  |                       |         |                      
|(Purchases) of Marketable Securities, Net            |                                |  |                       |         |                      
|Compensation Expense on Warrants Issued              |                                |  |                       | 349,331  |                      
|Changes in Net Assets and Liabilities:               |                                | 
|Accounts Receivable                                  |                                |  |                       | (600     | )                    
|Income Tax Receivable                                |                                |  |                       |         |                      
|Inventories                                          |                                |  |                       |         |                      
|Prepaid Expenses                                     |                                |  |                       |         |                      
|Accounts Payable                                     |                                |  |                       |         |                      
|Deferred Income Taxes                                |                                |  |                       |         |                      
|Accrued Expenses                                     |                                |  |                       | 57,445   |                      
|                                                     |                                |  |                       |          |                      
|Net Cash Used By Operating Activities                |                                |  |                       | (174,583 | )                    
|                                                     |                                |  |                       |          |                      
|                                                    
|CASH FLOWS FROM INVESTING ACTIVITIES:                |                                | 
|Proceeds from Sale to DRIA, LLC                      |                                |  |                       |         |                      
|Purchase of Property and Equipment                   |                                |  |                       |         |                      
|Notes Receivable (Issued) Paid                       |                                |  |                       | 153,446  |                      
|                                                     |                                |  |                       |          |                      
|Net Cash Provided by (Used In) Investing Activities  |                                |  |                       | 153,446  |                      
|                                                     |                                |  |                       |          |                      
|                                                    
|CASH FLOWS FROM FINANCING ACTIVITIES:                |                                | 
|Prinicipal Payments on Long-Term Debt                |                                |  |                       |         |                      
|Proceeds from Line of Credit                         |                                |  |                       |         |                      
|Retirement of Common Stock                           |                                |  |                       |         |                      
|Common Stock Issued                                  |                                |  |                       | 1,537    |                      
|                                                     |                                |  |                       |          |                      
|Net Cash Provided by (Used in) Financing Activities: |                                |  |                       | 1,537    |                      
|                                                     |                                |  |                       |          |                      
|                                                    
|NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS |                                |  |                       | (19,600  | )                    
|                                                    
|CASH AND CASH EQUIVALENTS at Beginning of Period     |                                |  |                       | 519,105  |                      
|                                                     |                                |  |                       |          |                      
|                                                    
|CASH AND CASH EQUIVALENTS at End of Period           |                                |  | $                     | 499,505  |                      
|                                                     |                                |  |                       |          |                      
|SUPPLEMENTAL CASH FLOW INFORMATION                   |                                | 
|Change in Property and Equipment from                |                                | 
|Increase in Accounts Payable                         |                                |  | $                     |         |                      
|Cash Paid During the Period for:                     |                                | 
|Interest                                             |                                |  | $                     |         |                      
|Income taxes                                         |                                |  | $                     |         |                      

The accompanying notes are an integral part of the financial statements.

17

---

DTLL, INC.
NOTES TO FINANCIAL STATEMENTS

---

# NOTE 1  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Sale of Assets

On March 20, 2003, the Companys shareholders approved the sale of
substantially all of its assets to DRIA, LLC, based on an asset purchase agreement dated November 1, 2002. Under the asset
purchase agreement, DRIA, LLC purchased substantially all of the Companys assets and assumed outstanding obligations and
liabilities of the Company (with the exception of the Companys income tax receivable and deferred income taxes). In exchange
for the net assets sold, the Company received $1,300,772 of cash. DRIA, LLC also assumed the Companys operating lease
obligations and employment contracts as part of the asset sale transaction. The Company ceased operating its business as of the
close of business on March 20, 2003.

The assets sold and liabilities that
were assumed are as follows:

|Accounts Receivable         |  |  | $ | 806,676    |  
|--------------------------- |  |  | - | ---------- | -
|Inventories                 |  |  |   | 760,863    |  
|Prepaid Expenses            |  |  |   | 24,047     |  
|Property and Equipment, Net |  |  |   | 581,400    |  
|Accounts Payable            |  |  |   | (622,001   | )
|Accrued Expenses            |  |  |   | (6,843     | )
|Line of Credit Note Payable |  |  |   | (238,826   | )
|                            |  | 
|Net Assets Sold             |  |  |   | 1,305,316  |  
|Cash Received               |  |  |   | (1,300,772 | )
|                            |  | 
|Loss on Sale of Assets      |  |  | $ | 4,544      |  
|                            |  | 

# Nature of Business

The long range goals for the Company consists of bringing to market a line of
effective prescription pharmaceutical products leveraging what GelStat has discovered in over-the counter applications. The exact
impact of these changes cannot be predicted at this time. Management believes that the acquisition of the GS Pharma, Inc. license
will lead to future operating revenues as the licensed technology is further developed.

# Accounting Estimates

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

# Cash Equivalents

The Company considers all highly liquid debt instruments with a maturity of
three months or less when purchased to be cash equivalents. Cash equivalents that consist of Money Market Funds are stated at cost
which approximates fair value.

# Receivables

Receivables were stated at the amounts the Company expected to collect from
outstanding balances. The Company provides for probable uncollectible amounts through a charge to earnings and a credit to a
valuation allowance based on its assessment of the current status of individual accounts. Balances that were still outstanding
after the Company had used reasonable collection efforts were written off through a charge to the valuation account and a credit
to the receivable account.

18

---

DTLL, INC.
NOTES TO FINANCIAL STATEMENTS

---

# NOTE 1  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

# Revenue Recognition

The Companys revenues in fiscal 2003 prior to the asset sale consisted
of product sales and billings for freight and handling charges. The Company recognized revenue from the sale of products and the
associated freight and handling charges when the product was shipped and the risk of ownership was transferred to the customer.

# Income Taxes

The provision for income taxes consists of an amount for taxes currently
payable and a provision for tax consequences deferred to future periods. Deferred income taxes are recognized for the future tax
consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and
their respective tax bases. The major temporary difference relates to operating loss carryforwards.

# Advertising Costs

Advertising costs are expensed as incurred. Advertising expense was $0 for
the seven month period ended December 31, 2004 and for the year ended May 31, 2004 and $75,906 for the year ended May 31, 2003.

# Research and Development Costs

Research and development costs are expensed as incurred. Research and
development expense was $0 for the seven-month period ended December 31, 2004 and for the year ended May 31, 2004 and $7,789 for
the year ended May 31, 2003.

# Net Loss per Common Share

Basic net loss per share is based on the weighted average number of common
shares outstanding during each year. Diluted net loss per common share includes the dilutive effect of potential common shares
outstanding. The Company calculates the dilutive effect of outstanding stock options and warrants using the treasury stock method.
A reconciliation of loss per share for the seven-month period ended December 31, 2004 and the years ended May 31, 2004 and 2003 is
as follows:

|                               | 7 Month Period EndedDecember 31, 2004 |  | Year EndedMay 31, 2004 |          | Year EndedMay 31, 2003
|------------------------------ | ------------------------------------- |  | ---------------------- | -------- | ----------------------
|
|Net Loss                       |                                       |  | $                      | (580,759 | )                     
|                               |                                       |  |                        |          |                       
|Average Shares Outstanding     |                                       |  |                        | 765,253  |                       
|                              
|Effect of dilutive securities: |                                       | 
|Options *                      |                                       |  |                        |         |                       
|Warrants *                     |                                       |  |                        |         |                       
|                               |                                       |  |                        |          |                       
|Equivalent shares              |                                       |  |                        | 765,253  |                       
|                              
|Loss per Share                 |                                       |  | $                      | (0.76    | )                     
|                               |                                       |  |                        |          |                       

|* | All potential common shares are anti-dilutive for
the seven month period ended December 31, 2004 and for the years ended May 31, 2004 and 2003 and are excluded from this
calculation.
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

19

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DTLL, INC.
NOTES TO FINANCIAL STATEMENTS

---

# NOTE 1  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

# Stock Compensation

The Company has a stock option plan
that allows issuance of stock options to directors and key employees. These plans are
described more fully in Note 6. The Company has elected to apply APB Opinion No. 25,
Accounting for Stock Issued to Employees for measurement and recognition of
stock-based transactions with its employees and directors. If the Company had elected to
recognize compensation cost for its stock-based transactions based on the fair value of
the options method prescribed by SFAS No. 123 (see Note 6), net loss and net loss per
share would have been as follows:

|                                           | 7 Months EndedDecember 31, 2004 |  | Year EndedMay 31, 2004 |          | Year EndedMay 31, 2003
|------------------------------------------ | ------------------------------- |  | ---------------------- | -------- | ----------------------
|Net Loss as Reported                       |                                 |  | $                      | (580,759 | )                     
|                                          
|Add:    Stock Based Compensation           |                                 |  |                        |          |                       
|Expense Included in Net Loss               |                                 |  |                        | 349,331  |                       
|                                          
|Less:   Total Stock Based Employee         |                                 | 
|Compensation Expense Determined            |                                 | 
|Under The Fair Value Method for All Awards |                                 |  |                        | (539,123 | )                     
|                                           |                                 |  |                        |          |                       
|Proforma Net Loss                          |                                 |  | $                      | (770,551 | )                     
|                                          
|Basic Net Loss per Share:                  |                                 | 
|As Reported                                |                                 |  | $                      | (0.76    | )                     
|Proforma                                   |                                 |  |                        | (1.01    | )                     
|                                          
|Diluted Net Loss per Share:                |                                 | 
|As Reported                                |                                 |  | $                      | (0.76    | )                     
|Proforma                                   |                                 |  |                        | (1.01    | )                     

# Credit Risk

Financial instruments that potentially subject the Company to concentrations
of credit risk consist principally of cash investments. The Company places its cash investments with high credit quality financial
institutions. The Company maintains its cash in bank deposit accounts that, at times, exceed the federally insured limits. The
Company has not experienced losses in these accounts and does not believe it is exposed to any significant credit risk.

# Financial Instruments

The fair value of the Companys financial instruments approximates
carrying value. The fair value of a financial instrument is the amount at which the instrument could be exchanged in a current
transaction between willing parties, other than in a forced or liquidation sale.

# Recent Accounting Developments

In December 2004, the Financial Accounting Standards Board (FASB)
issued SFAS No. 123(R), Share-Based Payment, which is a revision of SFAS No. 123 and supersedes APB Opinion No. 25.
SFAS No. 123(R) requires all share-based payments to employees, including grants of employee stock options, to be valued at

20

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DTLL, INC.
NOTES TO FINANCIAL STATEMENTS

---

# NOTE 1  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

fair value on the date of grant, and to be expensed over the applicable
vesting period. SFAS No. 123(R) is effective for all stock-based awards granted on or after July 1, 2005. In addition, companies
must also recognize compensation expense for any awards that are not fully vested as of the effective date. Compensation awards
for the unvested awards will be measured based on fair market value of the awards previously calculated in developing the pro
forma disclosures in accordance with provisions of SFAS No. 123. The Company is currently addressing the impact of adopting SFAS
123(R) to its results of operations.

# NOTE 2  CHANGE IN FISCAL YEAR END

By resolution of the Board of Directors the decision was made that effective
December 31, 2004, the fiscal year end was changed from May 31 to December 31. As a result of this change, a seven-month
transition period ended December 31, 2004 is reported. Condensed comparative financial data for the seven months ended December
31, 2004 and 2003, is summarized below.

|Seven Months Ended December 31,              |  | 2004 |   | (Unaudited) 2003
|-------------------------------------------- |  | ---- | - | ----------------
|                                            
|Sales                                        |  |      | $ | 0               
|Gross profit                                 |  |      |   | 0               
|Selling, general and administrative expenses |  |      |   | 593,373         
|Other income                                 |  |      |   | (12,614         
|                                            
|Net Loss                                     |  |      | $ | (580,759        
|                                            
|Net Loss per common share:                   |  |     
|Basic                                        |  |      | $ | (0.76           
|Diluted                                      |  |      | $ | (0.76           

# NOTE 3  INVESTMENT SECURITIES

All readily marketable investments in equity securities are classified as
trading. Investments classified as trading are reported at fair value with unrealized gains and losses included in income. As of
December 31, 2004 and May 31, 2004, the Company held no securities.

Realized losses on sales of trading securities for the seven-month period
ended December 31, 2004 were $0 as compared to $15,592 for the fiscal year ended May 31, 2004. For the year ended May 31, 2003,
the Company had realized gains of $1,765.

21

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DTLL, INC.
NOTES TO FINANCIAL STATEMENTS

---

# NOTE 4  NOTES RECEIVABLE

On January 12, 2004 the Company entered into a credit line agreement with
Card Acquisition, LLC (Card Acquisition), pursuant to which the Company agreed to provide to Card Acquisition a credit
line of up to $150,000. Each loan made under the credit line will bear an annual interest rate of 15%. Unless terminated earlier
by the Company, the agreement will expire on May 7, 2005. Card Acquisition will use the loans to acquire certain
non-performing consumer debt and will repay the loan out of the collection of such debt. The Company received a promissory note of
up to $150,000 dated January 9, 2004 to evidence the credit line. Any loans to be made under the agreement are secured by a
security interest in the consumer debt acquired with the respective loan pursuant to a security agreement dated January 9, 2004.
On January 22, 2004, the Company provided a loan of $33,000 to Card Acquisition pursuant to the agreement. Interest has been
accrued from the date of the loan to May 31, 2004. On April 26, 2004, the Company provided an additional loan of $117,000 to Card
Acquisition pursuant to the agreement. On December 13, 2004 all obligations including principal advances and accrued interest
pursuant to this agreement were paid to the Company in full.

# NOTE 5  INCOME TAXES

Income tax expense consists of the following:

|                                | 7 Months EndedDecember 31, |  | Year EndedMay 31
|------------------------------- | -------------------------- |  | ----------------
|
|Current:                        |                            |  |                 
|State                           |                            |  | $               
|Deferred                        |                            |  |                 
|Increase in Valuation Allowance |                            |  |                 
|                                |                            |  |                 
|Total Income Tax Benefit        |                            |  | $               
|                                |                            |  |                 

The provision for income taxes varied from the federal statutory rate as follows:

|                                           | 7 Months EndedDecember 31, |  | Year EndedMay 31
|------------------------------------------ | -------------------------- |  | ----------------
|
|Federal Tax at Statutory Rate              |                            |  |                 
|State Income Taxes, Net of Federal Benefit |                            |  |                 
|Non Deductible Expenses                    |                            |  |                 
|Valuation Allowance                        |                            |  |                 
|Effect of Graduated Tax Rates              |                            |  |                 
|Other                                      |                            |  |                 
|                                           |                            |  |                 
|Effective Tax Rate                         |                            |  |                 
|                                           |                            |  |                 

22

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DTLL, INC.
NOTES TO FINANCIAL STATEMENTS

---

# NOTE 5  INCOME TAXES (Continued)

The components of deferred income taxes are as follows:

|                                  | December 31, |  | May 31
|--------------------------------- | ------------ |  | ------
|
|Noncurrent Deferred Tax Assets:   |              |  |       
|Operating Loss Carryforwards      |              |  | $     
|Compensation on Stock Warrants    |              |  |       
|Other                             |              |  |       
|                                  |              |  |       
|Gross Deferred Tax Assets         |              |  |       
|Less Valuation Allowance          |              |  |       
|                                  |              |  |       
|Net Noncurrent Deferred Tax Asset |              |  |       
|                                  |              |  |       

The Company has net operating loss carryforwards as of December 31, 2004 of
$708,000 and $535,000 that can be used to offset future federal and state taxable income respectively. If not utilized these
carryforwards will expire beginning in 2024.

# NOTE 6  STOCK OPTIONS AND WARRANTS

The Company has a stock option plan, which allows issuance of stock options
to officers, key employees and consultants of the Company. The exercise price for each option is to be no less than 100% of the
fair market value of the common stock on the day the option is granted. Options under this plan have a term of ten years. A total
of 234,043 shares of common stock have been reserved for this plan. As of December 31, 2004 8,136 remained available to be issued
under this plan.

The Company follows the disclosure provisions of SFAS No. 123
Accounting for Stock-Based Compensation, but applies APB Opinion No. 25, Accounting for Stock Issued to
Employees for measurement and recognition of stock-based transactions with its employees which are non-compensatory.

Compensation expense for stock warrants issued to employees where the
exercise price was lower than the fair market value of the stock at the measurement date and warrants issued to non-employee
consultants were based on a calculation of the fair value of the options and warrants issued using the intrinsic value method for
compensatory warrants issued to employees and the Black-Scholes option pricing model for non-employee consultants. The Company
recognized $349,331 of compensation expense for the seven-month period ended December 31, 2004. The compensation expense recorded
is included in General and Administrative expense on the Companys statement of operations.

23

---

DTLL, INC.
NOTES TO FINANCIAL STATEMENTS

---

# NOTE 6  STOCK OPTIONS AND WARRANTS (Continued)

The following summarizes transactions
for stock options and warrants for the seven-month period ended December 31, 2004 and the
years ended May 31, 2004, and 2003.

|                                 | Stock Options |  | Warrants
|-------------------------------- | ------------- |  | --------
|
|                                 |               |  |         
|Outstanding at May 31, 2002      |               |  |         
|                                
|Issued                           |               |  |         
|Cancelled                        |               |  |         
|                                 |               |  |         
|Outstanding at May 31, 2003      |               |  |         
|                                
|Issued                           |               |  |         
|Cancelled                        |               |  |         
|                                 |               |  |         
|Outstanding at May 31, 2004      |               |  |         
|                                
|Exercised                        |               |  |         
|Issued                           |               |  |         
|Cancelled                        |               |  |         
|                                 |               |  |         
|Outstanding at December 31, 2004 |               |  |         
|                                 |               |  |         

All stock options and warrants are
fully vested and currently exercisable as of December 31, 2004. The weighted average fair
value of options and warrants granted during the seven-month period ended December 31,
2004 was $1.75. The weighted average fair value of options and warrants granted during the
fiscal years ended May 31, 2004 and 2003 were $.46 and $.74 respectively. The weighted
average remaining life of all options and warrants outstanding at December 31, 2004 was
5.95 years.

The following table summarized the
status of options and warrants outstanding at December 31, 2004:

|Range of Exercise Prices |  | Shares |  | WeightedRemainingLife |  | WeightedAverageExercise Price
|------------------------ |  | ------ |  | --------------------- |  | -----------------------------
|                        
|Options                  |  |        |  |                       |  |                              
|$ 0.25                   |  | 75,000 |  | 3.78                  |  | $ 0.25                       
|$ 0.75                   |  | 75,000 |  | 3.59                  |  | $ 0.75                       
|$ 2.14                   |  | 49,998 |  | 9.50                  |  | $ 2.14                       
|$ 2.30                   |  | 25,000 |  | 4.50                  |  | $ 2.30                       
|Warrants                 |  |        |  |                       |  |                              
|$ 0.01                   |  | 97,500 |  | 9.60                  |  | $ 0.01                       
|$ 0.47                   |  | 63,831 |  | 0.08                  |  | $ 0.47                       
|$ 0.75                   |  | 75,000 |  | 8.59                  |  | $ 0.75                       
|$ 1.01                   |  | 75,000 |  | 2.55                  |  | $ 1.01                       
|$ 1.40                   |  | 75,000 |  | 9.58                  |  | $ 1.40                       

The Company follows the disclosure provisions of SFAS No. 123
Accounting for Stock-Based Compensation, but applies APB Opinion No.25, Accounting for Stock Issued to
Employees for measurement and recognition of stock-based transactions with its employees.

24

---

DTLL, INC.
NOTES TO FINANCIAL STATEMENTS

---

# NOTE 6  STOCK OPTIONS AND WARRANTS (Continued)

If the Company had elected to
recognize compensation cost for its stock based transactions with employees using the
method prescribed by SFAS No. 123, net loss and loss per share would have been as follows:

|                                    | 7 Months EndedDecember 31, 2004 |  | Year EndedMay 31, 2004 |          | Year EndedMay 31, 2003
|----------------------------------- | ------------------------------- |  | ---------------------- | -------- | ----------------------
|Net Loss as Reported                |                                 |  | $                      | (580,759 | )                     
|                                   
|Add:   Stock Based Compensation     |                                 |  |                        |          |                       
|Expense Included in Net Loss        |                                 |  |                        | 349,331  |                       
|                                   
|Less:   Total Stock Based Employee  |                                 | 
|Compensation Expense Determined     |                                 | 
|Under The Fair Value for All Awards |                                 |  |                        | (539,123 | )                     
|                                    |                                 |  |                        |          |                       
|                                   
|Proforma Net Loss                   |                                 |  | $                      | (770,551 | )                     
|                                    |                                 |  |                        |          |                       
|                                   
|Basic Net Loss per Share:           |                                 | 
|As Reported                         |                                 |  | $                      | (0.76    | )                     
|Proforma                            |                                 |  |                        | (1.01    | )                     
|                                   
|Diluted Net Loss per Share:         |                                 | 
|As Reported                         |                                 |  | $                      | (0.76    | )                     
|Proforma                            |                                 |  |                        | (1.01    | )                     

The fair value of the options and warrants granted was estimated using the
Black-Scholes option pricing model, using the following assumptions:

|                        | 7 Months EndedDecember 31, 2004 |  | Year Ended May 31,
|----------------------- | ------------------------------- |  | ------------------
|
|Risk-Free Interest Rate |                                 |  |                   
|Expected Life           |                                 |  |                   
|Expected Volatility     |                                 |  |                   
|Dividend Yield          |                                 |  |                   

# NOTE 7  RELATED PARTY TRANSACTIONS

In 2003 the Company entered into an agreement with Oak Ridge Financial
Services Group, Inc. for investment management services for a portion of its cash. Oak Ridge Financial Services Group, Inc. will
receive up to 20% of profits for their services. Oak Ridge Financial Group Inc. is a subsidiary of Oak Ridge Capital Group, Inc.
Director Edward Adams is the Vice Chairman of Oak Ridge Capital Group, Inc. (NASDAQ NMS: ORCG), the parent company of Oak Ridge
Financial Services Group, Inc., f/k/a Equity Securities Investments, Inc. On February 11, 2005, the account was closed and the
balance transferred to DTLL, effectively terminating the investment management relationship.

25

---

DTLL, INC.
NOTES TO FINANCIAL STATEMENTS

---

# NOTE 8  SUBSEQUENT EVENT

On January 5, 2005, DTLL issued 12.5
million shares of its common stock to GS Pharma, Inc (GSPI), a wholly-owned
subsidiary of GelStat Corporation (GelStat), pursuant to a Contribution and
Stock Acquisition Agreement, by and between GSPI and DTLL, in exchange for rights to an
exclusive license for provisional patents, patent applications and other intellectual
property related to the business of GelStat. It is anticipated that DTLLs business
will consist of development and marketing of prescription-only pharmaceutical products
under the licensed patents.

Also  subsequent  to December 31,
2005,  DTLL  entered into an agreement to share office and  laboratory  space and receive
 administrative and support services from GelStat  Corporation.  DTLL will pay GelStat a
fee of $25,000 per month for services pursuant to an  Administrative
 Services  Agreement.  The fee is subject to review and  adjustment  at the  request  of
DTLL,  but not more  often  than 2 times per  year.  The  Agreement  continues
indefinitely until terminated by a party or by its terms in certain events.

26

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

EXHIBIT INDEX TO FORM 10-KSB

For the Seven-month Period Ended December 31, 2004

DTLL, INC.

|Exhibit      |  | Description                                                                                                                                                                                                                                                                               
|------------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit 2.1  |  | Agreement  and  Plan of  Reorganization  by and  among  Apollo  Diamond,  Inc.  and  Dental
                        Resources,  Inc.  (Incorporated  by reference to Exhibit 2.1 to Companys  Annual Report on
Form 10-KSB filed on August 29, 2001.)                                    
|Exhibit 2.2  |  | Asset Purchase Agreement dated as of November 1, 2002 between the Company, DRIA, LLC,
and Mycone Dental Supply, Co., Inc., a New York corporation (Incorporated by reference to
Annex B on pages B-1 through B-55 to the Companys Definitive Proxy Statement filed
on February 12, 2003.)
|Exhibit 2.3  |  | Contribution and Stock Acquisition Agreement (Incorporated by reference to Exhibit 2.4
to Companys Quarterly Report on Form 10-QSB filed on January 19, 2005.)                                                                                                                           
|Exhibit 2.4  |  | Exclusive License Agreement with GS Pharma, Inc. (Incorporated by reference to Exhibit
2.4 to Companys Quarterly Report on Form 10-QSB filed on January 19, 2005.)                                                                                                                       
|Exhibit 3.1  |  | Amended and Restated Articles of Incorporation (Incorporated by reference to Annex A
on pages A-1 through A-3 to the Companys Definitive Proxy Statement filed February
12, 2003.)                                                                                                       
|Exhibit 3.2  |  | Restated Bylaws (Incorporated by reference to Exhibit 3.1.2 to the Companys
Annual Report on Form 10-KSB filed August 29, 2002.)                                                                                                                                                         
|Exhibit 10.1 |  | Investment  Banking Agreement with Equity Securities  Investments,  Inc.  (Incorporated by
                        reference  to Exhibit 10.4 to Amendment  No. 2 to  Companys  Annual  Report on Form 10-KSB
                        filed on February 7, 2003.)                        
|Exhibit 10.2 |  | Charlie Bull Royalty Agreement (Incorporated by reference to Exhibit 10.3 to
Companys Annual Report on Form 10-KSB filed August 29, 2002.)                                                                                                                                               
|Exhibit 10.3 |  | Douglas Murphy Employment Contract (Incorporated by reference to Exhibit 10.5 to
Companys Annual Report on Form 10-KSB filed August 29, 2002.)*                                                                                                                                          
|Exhibit 10.4 |  | William Murphy Employment Contract (Incorporated by reference to Exhibit 10.6 to
Companys Annual Report on Form 10-KSB filed August 29, 2002.)*                                                                                                                                          
|Exhibit 10.5 |  | Bryan Nichols Employment Contract (Incorporated by reference to Exhibit 10.7 to
Companys Annual Report on Form 10-KSB filed August 29, 2002.)*                                                                                                                                           
|Exhibit 10.6 |  | Administrative Services Agreement**                                                                                                                                                                                                                                                       
|Exhibit 11   |  | Statement Regarding Computation of Earnings per Share**                                                                                                                                                                                                                                   
|Exhibit 14   |  | Code of Ethics**                                                                                                                                                                                                                                                                          
|Exhibit 23.1 |  | Auditors Consent for Incorporation of Audited Financials in Form S-8 (SEC File 333-115783)**                                                                                                                                                                                              
|Exhibit 31.1 |  | Certification of CEO Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002**                                                                                                                                                                                                          
|Exhibit 31.2 |  | Certification of CFO Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002**                                                                                                                                                                                                          
|Exhibit 32.1 |  | Certification of CEO Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**                                                                                                                                                                                                          
|Exhibit 32.2 |  | Certification of CFO Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**                                                                                                                                                                                                          

_________________

*   Management Contract
**  Filed Herewith.

27

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