UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                  -------------

                                   FORM 10-KSB

                                   (MARK ONE)
                |X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                   For the fiscal year ended December 31, 2003

              |_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                        For the transition period from to

                        Commission File Number : 1-11765

                                   MEDJET INC.
                 (Name of Small Business Issuer in its Charter)

           DELAWARE                                     22-3283541
  (State or of Incorporation or             (I.R.S. Employer Identification No.)
 Organization Other Jurisdiction)

                                1535 COLES AVENUE
                         MOUNTAINSIDE, NEW JERSEY 07092
                    (Address of principal executive offices)

         Issuer's telephone number, including area code: (908) 233-4677

           Securities registered pursuant to Section 12(b) of the Act:
                                      NONE

           Securities registered pursuant to Section 12(g) of the Act:
                     COMMON STOCK, PAR VALUE $.001 PER SHARE

     Check  whether  the Issuer:  (1) 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 Issuer 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  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 fiscal year ended December 31, 2003 were $0.


     The aggregate market value of the voting and non-voting  common equity held
by non-affiliates of the Issuer as of April 13, 2004 was approximately $149,612.


     As of April 13, 2004,  3,935,220  shares of the Issuer's common stock,  par
value $0.001 per share, were outstanding.


     Transitional Small Business Disclosure Format (check one): Yes___ No X .
                                                                         ---

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                                TABLE OF CONTENTS

                                                                            PAGE
                                     PART I


ITEM 1.           DESCRIPTION OF BUSINESS......................................1

         Overview .............................................................1

         Applications of Company Technology....................................4

         Research and Development..............................................5

         Patents  .............................................................5

         Regulation............................................................5

         Competition...........................................................6

         Employees.............................................................7

ITEM 2.           DESCRIPTION OF PROPERTY......................................7

ITEM 3.           LEGAL PROCEEDINGS............................................7

ITEM 4.           SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS..........9

                                     PART II


ITEM 5.           MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.....9

ITEM 6.           MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION....9

ITEM 7.           FINANCIAL STATEMENTS........................................17

ITEM 8.           CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
                  AND FINANCIAL DISCLOSURE....................................37

ITEM 8A.          CONTROLS AND PROCEDURES.....................................37

                                    PART III


ITEM 9.           DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT..........37

ITEM 10.          EXECUTIVE COMPENSATION......................................39

ITEM 11.          SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
                  MANAGEMENT AND RELATED STOCKHOLDER MATTERS..................42

ITEM 12.          CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS..............43

ITEM 13.          EXHIBITS, LIST AND REPORTS ON FORM 8-K......................43

ITEM 14.          PRINCIPAL ACCOUNTING FEES AND SERVICES......................45

SIGNATURE         ............................................................46

INDEX OF EXHIBITS ............................................................47


                                       -i-

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THIS  REPORT  CONTAINS  FORWARD-LOOKING  STATEMENTS  WITHIN  THE  MEANING OF THE
FEDERAL   SECURITIES  LAWS.   THESE  INCLUDE   STATEMENTS  ABOUT  THE  COMPANY'S
EXPECTATIONS,  BELIEFS,  INTENTIONS  OR  STRATEGIES  FOR THE  FUTURE,  WHICH ARE
INDICATED  BY WORDS OR PHRASES  SUCH AS  "BELIEVES,"  "ANTICIPATES,"  "EXPECTS,"
"INTENDS,"   "PLANS,"   "WILL,"    "ESTIMATES,"   AND   SIMILAR   WORDS.   THESE
FORWARD-LOOKING  STATEMENTS ARE BASED ON THE COMPANY'S CURRENT  EXPECTATIONS AND
ARE SUBJECT TO CERTAIN RISKS, UNCERTAINTIES AND ASSUMPTIONS, INCLUDING THOSE SET
FORTH IN THE  DISCUSSION  UNDER ITEM 1,  "DESCRIPTION  OF BUSINESS"  AND ITEM 6,
"MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OR PLAN OF  OPERATION."  THE  COMPANY'S
ACTUAL  RESULTS  MAY  DIFFER  MATERIALLY  FROM  RESULTS   ANTICIPATED  IN  THESE
FORWARD-LOOKING  STATEMENTS.  THESE  FORWARD-LOOKING  STATEMENTS  ARE  BASED  ON
INFORMATION  CURRENTLY  AVAILABLE  TO THE  COMPANY,  AND THE COMPANY  ASSUMES NO
OBLIGATION TO UPDATE THEM, EXCEPT AS OTHERWISE REQUIRED BY LAW.

                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS.

OVERVIEW

Medjet Inc.  (the  "Company")  has been engaged in research and  development  of
medical technology utilizing small-diameter,  liquid microjets moving at various
speeds above supersonic, depending on the specific application. During 2003, the
Company  concentrated  its research and  development  efforts on the  waterjet's
dental applications, although it did some work on the ophthalmology applications
and tested some silicon  cutting  systems with the waterjet.  Through 2002,  the
Company's  research and development  efforts focused on technology and equipment
for  ophthalmic  surgery,   particularly   microkeratomes,   which  are  medical
instruments  used to remove thin  layers of tissue from the cornea.  The Company
has developed a proprietary  patented technology platform and derivative devices
for  vision-correction  surgery of the cornea using microjets.  For cutting, the
microjet beam is scanned across the tissue to be cut. In each  application,  the
beam  substitutes  for  lasers  or  conventional  metal,   sapphire  or  diamond
oscillating blades.

The Company has been in the development stage and has not sold any products.  To
date, the Company's  research and  development  activities on vision  correction
have been to  construct,  test and  optimize  experimental  versions of waterjet
microkeratomes  for eye  surgery.  It has also  conducted  a  limited  number of
feasibility studies using enucleated porcine,  rabbit and human cadaver eyes and
live rabbit eyes to prove that the beam of water can  smoothly  incise and shape
the anterior surface of the cornea, that the tissue loss is negligible, and that
the cornea will heal properly after the surgery.

The status of the economy,  the NJIT lawsuit (see section on Legal Proceedings),
and the  evolution of the vision  correction  market have altered the  Company's
view of the best means to  exploit  its  technology.  The  Company  consequently
entered into a research and development agreement with VISX, Inc. ("VISX"),  the
foremost  provider in the U.S. of the laser equipment for the vision  correction
procedure known as LASIK. Together the two companies began to develop a microjet
microkeratome for separating a thin, uniform thickness, circular layer of tissue
from the front surface of the cornea, the so-called hinged flap, required in the
LASIK  procedure.

On August 17,  2001,  the Company,  VISX and Orion  Acquisition  Corp.  ("Merger
Sub"), a wholly owned subsidiary of VISX,  entered into an Agreement and Plan of
Merger and Reorganization, which provided, among other things, for the potential
merger of Merger  Sub with and into the  Company,  at VISX's  option.  Under the
terms of the merger  agreement,  if VISX chose to go forward with the merger and
subject to other  customary  conditions to closing,  each  outstanding  share of

<PAGE>

common  stock of the Company  would be canceled  and  extinguished  and would be
converted automatically into the right to receive $2.00 in cash at the effective
time of the merger.  Upon consummation of the merger, the Company would become a
wholly owned subsidiary of VISX.

VISX had the option to  terminate  the merger  agreement  at any time during the
one-year  period  following the date of its  execution for any or no reason.  In
consideration  for this one-year  option to elect whether or not to proceed with
the merger,  VISX paid the Company $500,000  concurrently  with the execution of
the merger agreement.

In connection with the execution of the merger  agreement with VISX, the Company
and  VISX  also  entered  into a  separate  one-year  research  and  development
agreement  in August  2001  pursuant  to which VISX  agreed to  provide  monthly
funding  to the  Company  in order to  support  research  and  development  work
associated  with  development  of  waterjet  related  technology  and  products,
including a waterjet microkeratome. This agreement provided for minimum payments
of $150,000  per month for the first six months and  $100,000 for the second six
months.

In  connection  with the  merger  agreement  and the  research  and  development
agreement,  the  Company  agreed  to a grant  to VISX of  warrants  to  purchase
1,320,000 shares of the Company's common stock at an exercise price of $0.75 per
share.

The closing of the merger was contingent upon,  among other things,  the receipt
of any necessary  third party consents and other customary  closing  conditions.
Notwithstanding  the  foregoing,  VISX could elect not to consummate  the merger
even if all of the other  conditions  set  forth in the  merger  agreement  were
satisfied by the Company.  The merger  agreement  also provided for  termination
fees of $500,000  payable by one party to the other under various  conditions of
termination.

On  August  27,  2002,  the  Company  and VISX  amended  various  agreements  in
connection  with the  proposed  merger of Merger Sub with and into the  Company,
pursuant to the merger agreement.  The Company,  VISX and VISX, a Cayman Islands
corporation and wholly-owned  subsidiary of VISX  ("Affiliate")  entered into an
amendment and  assignment  of the one-year  research and  development  agreement
originally  executed in August  2001.  The  amendment  extended  the term of the
research and development  agreement by an additional two months,  to October 17,
2002, and granted VISX the option to extend the term for a subsequent nine month
period,  to July 17, 2003  (although VISX was granted the right to terminate the
agreement  upon 15 days' notice  during this nine month period for any reason or
no reason), in order to allow the Company additional time to pursue the research
and development activities set forth in the agreement.  Pursuant to the terms of
the amended research and development agreement, the Company continued to receive
minimum  monthly  payments  of at least  $100,000.  The  amendment,  among other
things,  also permitted VISX to assign the agreement to any of its  subsidiaries
without the Company's  consent provided that certain  conditions,  including the
guarantee by VISX of the full payment and  performance  by an assignee of all of
its obligations under the agreement,  are met. Pursuant to this provision,  VISX
assigned the research and development  agreement to Affiliate  effective  August
27, 2002.

The Company, VISX and Merger Sub also amended the merger agreement to extend the
termination date of the merger agreement by an additional two months, to October
17,  2002,  and  to  provide  for  an  automatic  nine  month  extension  of the
termination date of the merger  agreement,  to July 17, 2003, if the term of the


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research and  development  agreement  was  similarly  extended.  This  amendment
effectively  extended  the  period of  VISX's  option to  terminate  the  merger
agreement  for  any  or no  reason.  In  addition,  the  amendment  reduced  the
termination  fee  payable by VISX to the Company  under  various  conditions  of
termination from $500,000 to $250,000.  The amendment,  among other things, also
permitted VISX to assign the merger agreement to any of its subsidiaries without
the Company's consent provided that certain conditions,  including the guarantee
by VISX  of the  full  payment  and  performance  by an  assignee  of all of its
obligations  under  the  merger  agreement  and  the  transfer  of  all  Company
securities held by VISX to the assignee, were met.

Finally, various ancillary agreements were also amended to permit VISX to assign
the  respective  agreements  to any of its  subsidiaries  without the  Company's
consent provided that the assignee was also the assignee of the merger agreement
and that VISX  guaranteed the payment and  obligations  under such agreements of
each assignee.

On October 16,  2002,  Affiliate  elected to extend the term of the research and
development  agreement  by the  additional  nine-month  period to July 17,  2003
(although  Affiliate continued to have the right to terminate the agreement upon
15 days' notice during this nine month period for any reason or no reason). As a
result of this extension,  the Company  continued to receive monthly payments of
at least  $100,000 from Affiliate  while this agreement was in effect.  As noted
above, the election effectively extended to July 17, 2003 VISX's option to elect
to merge Merger Sub with the Company or to terminate  the merger  agreement  for
any reason or no reason.

On November 8, 2002, VISX elected to terminate the merger agreement  pursuant to
the provision in the agreement.  On November 11, 2002, VISX paid the Company the
$250,000  termination  fee as provided  in the merger  agreement.  In  addition,
Affiliate  elected to  terminate  the  research and  development  agreement.  In
connection with the termination of these  agreements,  Timothy R. Maier,  VISX's
Chief  Financial  Officer,  resigned  as a  member  of the  Company's  board  of
directors.

After the termination of the merger  agreement with VISX, the Company  initially
sought  another  strategic  partner,  purchaser  or  licensee  of  its  microjet
microkeratome  patents.  However,  during  2002  and  2003  the  rate  of  LASIK
procedures fell well below the  anticipated  rate and the prospects for 2004 and
the  years  beyond  were not  encouraging.  The price of LASIK  procedures  also
experienced degradation.  The Company learned that other companies with which it
might  pursue a  strategic  relationship  involving  its  microkeratome  share a
similar view of the market.  It became clear also that  potential  investors had
the view that the  existing  base of laser  equipment  and blade  microkeratomes
would not be dislodged by new  technology.  Hence,  development  of the microjet
technology for use in ophthalmic surgery seemed fruitless.  As a result,  during
2003 the Company discontinued its microkeratome development efforts.

As of December  31,  2003,  the  Company's  cash was $828.  As a result of these
factors,  as well as the absence of a firm commitment for additional  financing,
the Company could no longer be  characterized  as a going concern.  During 2003,
management  of the Company  implemented a plan to reduce its costs and evaluated
financial and strategic  alternatives  in light of the termination of the merger
agreement  by VISX.  The ability of the Company to  continue  depended  upon the
Company obtaining additional  financing.  Such financing was not forthcoming for
the reasons given above and because of concern about the litigation with NJIT.

The Company anticipated that the termination fee received from VISX in 2002, and
the Company's  cash on hand at the end of 2002,  would be sufficient to fund the
Company's working capital and planned capital expenditure  requirements  through
July 2003. However,  the Company would require additional  financing in order to
maintain  its   operations   beyond  that  date.  The  Company  had  no  current


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<PAGE>

arrangements with respect to any additional financing and, pursuant to the terms
of the  merger  agreement  with  VISX,  had been  precluded  from  seeking  such
additional financing while that agreement was effective. The Company intended to
use the proceeds from any additional financing to develop products for dentistry
and skin treatment based on its patented waterjet approach.  However,  there was
no assurance  that the proceeds  obtained by the Company as a result of any such
financing would be sufficient to fund the Company's future  development  efforts
or that such efforts to develop  products for dentistry and skin treatment would
be  successful.  Currently,  the Company  has ceased  research  and  development
operations and only retains one employee, who is working on salary accrual. This
single employee is researching  possible  funding or merger  opportunities.  The
failure to obtain additional  financing or merger opportunities will result in a
full cessation of operations and closure of the Company.

The Company was incorporated under the laws of the State of Delaware on December
16, 1993. Its offices are located at 1535 Coles Avenue, Mountainside, New Jersey
07092;  and its  telephone  number is (908)  233-4677.  The  Company  provides a
website at www.medjetinc.com. The Company provides a link to the various reports
that it has filed with the SEC.

APPLICATIONS OF COMPANY TECHNOLOGY

The Company  believes that  microjets  could bring new surgical  capability  and
performance  to the clinic or  operating  room and could  become the standard of
care for the treatment of several  diseases and  conditions.  Through 2002,  the
Company focused on applications in  ophthalmology,  but the Company continues to
believe  that  its  proprietary  microjet  technology  has  additional  surgical
applications,  including dentistry, skin treatment and in the treatment of pain.
The  Company  intended  to  develop  additional  product  applications  provided
adequate funds or other options become available.

OPHTHALMOLOGY

The cornea is the clear window that provides  most of the focusing  power of the
vision system of the eye. The Company's  ophthalmic devices relate to surgery of
the cornea to achieve  correction  of vision error.  By definition  vision error
occurs when the refractive  power of the not  accommodated eye differs from what
is needed to provide a sharply  focused  image on the retina for an object at 20
feet. Vision errors are currently  corrected  primarily by eyeglasses or contact
lenses,  both of which provide  compensating  refractive power. The shape of the
cornea may be modified to produce a change in the  refractive  power of the eye.
This is the basis for the well-known  laser-based  vision  correction  procedure
known as LASIK.

DENTISTRY

Based on the Company's  product-development  criteria, in February 2003 the next
area  identified  for  development  was treatment of dental  caries.  The dental
caries is a progressive, infected and decayed portion of a tooth. A break in the
enamel allows the dentin making up the hard portion of the tooth to be infected.
Unchecked,   the  decayed  region   enlarges,   potentially   leading  to  nerve
involvement,   pain,  temperature  sensitivity,   and  ultimately  loss  of  the
structural  integrity of the tooth. The standard  treatment for dental caries is
to remove  the  decayed,  infected  portion  within  the  dentin and to fill the
resulting cavity. The removal process involves drilling out the affected area of
the tooth until only sound dentin  remains.  More  recently,  dental lasers have
come into use for removing the caries.  All regions of the tooth are not readily
accessible by the drill or laser.



                                       4
<PAGE>

Based on its limited  experiments with a prototype device,  the Company observed
that by directing a coherent  microjet of the appropriate  operating  parameters
into the tooth, small entry holes could be drilled through the enamel and dentin
(calcareous  material  similar to but harder and denser than bone that  composes
the principal mass of a tooth) to gain access to the cavity surrounding the soft
caries, which could be removed by the microjet without damage to the surrounding
sound dentin.  The Company observed that the microjet  penetrates the caries and
washes it out.  The filling  material  that can be used as an  alternate  to the
conventional  amalgam is longer lasting and esthetically  pleasing.  Although it
has not yet been  confirmed  on live  patients,  the Company  believes  that the
treatment,  if perfected,  would require no anesthesia in many circumstances and
that the  associated  time and cost saving and the  perceived  advantages of the
microjet technique over traditional treatments would be potentially significant.
Possible advantages include reduced vibration and noise. An important feature is
that the volume of dentin  removed  is greatly  reduced  compared  to  drilling,
limiting the potential for nerve  involvement and preserving as much as possible
the   integrity   of  the   tooth.   Hence,   the   capability   may  be  called
"microdentistry."

Although a preliminary  associated  handpiece  and pump have been  developed and
constructed,  the Company did not  construct a complete  working  prototype of a
microjet  dental  device.  Based on its own internal  market study,  the Company
believes that a significant  market  potentially  exists for this  procedure and
product.

RESEARCH AND DEVELOPMENT

Through  December 31,  2003,  the Company has spent  approximately  $11,487,000,
including  $107,000  in 2003 and  $1,180,000  in 2002,  in its  efforts  to make
products based on microjet technology commercially available.  Such expenditures
include   research  and   development   costs  and   expenses   related  to  the
HydroBrush(TM) Keratome and the HydroBlade(TM)  Keratome, as well as development
on the dental  device.  Research and  development  activities  have consisted of
establishing the microjet  technology  platform,  and developing,  designing and
constructing experimental versions of the Company's keratomes.  Since July 1994,
the Company has conducted  feasibility  studies on over 4,000 porcine and rabbit
corneas,  many  dozens of human  cadaver  eyes and dozens of live  rabbits.  The
purpose of the  feasibility  studies was to determine if the microjet beam could
smoothly  incise and shape the anterior  surface of the cornea,  without erosion
and  roughening  when only cutting is required,  and to determine if the incised
eye would heal.  The  research and  development  of the dental  device  included
testing on 100's of discarded human teeth.

PATENTS

The  Company  has sought to protect its  proprietary  interest  in its  microjet
devices by applying for patents in the United States and  corresponding  patents
abroad.  As of December  31,  2003,  the Company had nine issued and 21 U.S. and
international  patents  pending.  The Company's U.S. patents expire between 2014
and 2020.

REGULATION

Any of the  Company's  proposed  microjet  devices used in dentistry  would need
market clearance through a 501(k) notification, which is far less demanding than
a PMA (see below).

FDA REGULATION

The Company's microjet devices are medical devices.  Accordingly, the Company is
subject to the relevant provisions and regulations of the Federal Food, Drug and
Cosmetic Act (the "FD&C Act"),  under which the FDA regulates the manufacturing,
labeling,  distribution,  and promotion of medical devices in the United States.


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<PAGE>

The FD&C Act provides that,  unless exempted by regulation,  medical devices may
not be  commercially  distributed  in the United  States  unless  they have been
approved by a  pre-market  approval  (PMA) or cleared by the FDA for  marketing.
There are two review  procedures  by which  medical  devices  can  receive  such
approval or clearance.  Some  products may qualify for clearance  under a 510(k)
notification.  Pursuant to that procedure, the manufacturer submits to the FDA a
pre-market  notification  that it intends to begin  marketing  its product.  The
notification  must demonstrate  that the product is substantially  equivalent to
another legally  marketed  product (i.e.,  that it has the same intended use and
that it is as safe and effective as, and does not raise  different  questions of
safety and effectiveness than does, a legally marketed device).

A successful  510(k)  notification  results in the issuance of a letter from the
FDA in which the FDA  acknowledges  the substantial  equivalence of the reviewed
device to a legally marketed device and clears the reviewed device for marketing
to the public. Under FDA regulations,  the FDA has a 90-day period to respond to
a 510(k) notification, although such response has been known to take longer.

OTHER U.S. GOVERNMENT REGULATION

In addition to laws and regulations  enforced by the FDA, the Company's products
may also be subject to  labeling  laws and  regulations  enforced by the Federal
Trade Commission.

FOREIGN GOVERNMENT REGULATION

Sales of  medical  devices  outside  the United  States  are  subject to foreign
regulatory  requirements  that vary  widely from  country to  country.  The time
required  to obtain  approvals  required by foreign  countries  may be longer or
shorter than that required for FDA approval,  and requirements for licensing may
differ from FDA requirements.  Export sales of investigational devices that have
not received FDA marketing  clearance generally are subject to FDA export permit
requirements.   Material  failure  to  comply  with  any  applicable  regulatory
requirements could have a material adverse effect on the Company.

The Company may distribute  its products  internationally.  Distribution  of the
Company's  products in countries  other than the United States may be subject to
regulation in those countries. In some countries, the regulations governing such
distribution  are less  burdensome than in the United States and the Company may
pursue marketing its products in such countries prior to receiving permission to
market  from  the FDA.  The  Company  will  endeavor  to  obtain  the  necessary
government approvals in those foreign countries where it decides to manufacture,
market and sell its products.

COMPETITION

No other companies to the Company's  knowledge are  contemplating  dental use of
the waterjet for treatment of caries or in periodontal  work. No other companies
are  contemplating   development  of  equipment  suitable  for  efficient,  cost
effective and safe subdermal  delivery of botulinum  toxin.  However,  there are
other companies that develop  devices for procedures  similar to those for which
we are proposing to develop devices.  Many of these companies have substantially
greater  financial,  technical and human  resources  than the Company and may be
better  equipped to  develop,  manufacture  and market  their  technologies.  In
addition,  many of these  companies  have  extensive  experience in  preclinical
testing and human clinical  studies.  Certain of these companies may develop and
introduce  products or  processes  competitive  with or superior to those of the
Company.  Furthermore,  with  respect to any  products  the Company  may, in the
future,  be  permitted to  commercially  sell,  it will also be  competing  with
respect to manufacturing  efficiency and marketing capabilities,  areas in which
the Company has no  experience.  It is possible that other  companies will bring
products  to market  prior to such time,  if ever,  that the  Company is able to
economically market commercial quantities of products.



                                       6
<PAGE>

EMPLOYEES

As of December 31, 2003,  the Company had no  employees on payroll.  Dr.  Gordon
continues to work for the Company while accruing his salary for payment when the
Company received appropriate funding.

ITEM 2.  DESCRIPTION OF PROPERTY

The Company leases  approximately  4,982 square feet of research and development
and  office  space in Edison,  New Jersey  pursuant  to a lease,  which  expires
December 31, 2004. The total base rent under this lease is $83,448 per year.

A default  judgment  for  possession  of the leased  office space was entered in
favor of the lessor on January 7, 2004.

ITEM 3.  LEGAL PROCEEDINGS

NEW JERSEY INSTITUTE OF TECHNOLOGY

On April 21,  1998,  the Company  was served with a complaint  by the New Jersey
Institute  of  Technology  ("NJIT")  commencing  a lawsuit in the United  States
District Court for the District of New Jersey ("U.S.  District Court").  Each of
the Company, Eugene I. Gordon, Ph.D. (the Company's Chairman and Chief Executive
Officer),  a former  employee of the  Company,  certain  patent law firms and an
individual patent attorney were named as defendants.  The complaint alleged that
the defendants,  with deceptive  intent,  failed to name a NJIT professor and/or
NJIT  research  associate as a  co-inventor  on the  Company's  U.S.  Patent No.
5,556,406  on the  "Lamellar  Surgical  Device  and  Procedure"  (the  "Lamellar
Patent") and breached fiduciary duties and contractual obligations owed to NJIT.
The complaint sought unspecified  monetary damages from the Company and an order
directing that the Company's Lamellar Patent (and corresponding  foreign patents
and patent  applications) be assigned and transferred to NJIT. It further sought
an order that NJIT has not  infringed  any claims of the  Lamellar  Patent and a
declaratory  judgment that all of the Company's claims under the Lamellar Patent
are invalid and unenforceable against NJIT.

NJIT's patent application relating to a refractive corrective procedure based on
the use of an isotonic  waterjet  had  previously  been denied by the Patent and
Trademark Office as inoperable.  NJIT also learned that a similar  invention had
been  made and  disclosed  publicly  prior to the NJIT  invention.  NJIT did not
contest the ruling and did not pursue a U.S.  patent until  October  1996.  That
patent has been  allowed.  The three  inventors  of the  subject of such  patent
application,  one of which was Dr. Gordon,  had assigned such patent application
to NJIT as part of a  dispute  settlement  in  which  NJIT  agreed  to  grant an
exclusive  license  to the  Company  of the  patent  rights  under  such  patent
application.  That  license was  terminated  by the Company  because the Company
believed  that the device did not operate as claimed and could be harmful to the
patient. NJIT then claimed,  without being specific, that the Company's Lamellar
Patent  emanated  from the  earlier  invention.  Prior to being  served with the
complaint by NJIT,  the Company and Dr.  Gordon had filed a complaint,  on March
27,  1998,  against  NJIT in the  Superior  Court of the  State  of New  Jersey,
Middlesex County,  seeking a declaratory  judgment that NJIT had no ownership or
other interest in the patent rights to the Company's Lamellar Patent and seeking
unspecified  monetary  damages.  NJIT removed the Company's  lawsuit to the U.S.
District Court,  seeking to have it consolidated  with its lawsuit.  The Company
moved to have its suit  remanded  to state  court  and to have the NJIT  lawsuit
dismissed on the basis that the federal  court lacked  jurisdiction  over either
action and that NJIT had not been harmed by the  Company's  Lamellar  Patent and
therefore could not challenge its validity.

In  October  1998,  the  lawsuit  brought  in U.S.  District  Court  by NJIT was
dismissed on jurisdictional  grounds.  Without appealing the first dismissal, in


                                       7
<PAGE>

April 1999, NJIT commenced a second action in U.S.  District  Court.  NJIT again
alleged  that  the  defendants  failed  to name a NJIT  professor  and/or a NJIT
research associate as co-inventors of the Company's Lamellar Patent and breached
fiduciary  duties  and  contractual  obligations  owed to NJIT.  As in the first
federal court action, NJIT sought monetary damages, an order directing that this
patent,  related  foreign  patents  and  patent  applications  be  assigned  and
transferred  to NJIT,  a  declaratory  judgment  that all of the  claims  of the
Company's  Lamellar  Patent are invalid and  unenforceable  against  NJIT and an
order amending the named  inventors of the Company's  Lamellar Patent to include
the NJIT professor and/or the NJIT research associate.  In June 2000, the motion
filed by the Company to dismiss the action  against the Company,  Dr. Gordon and
the former employee of the Company,  was granted by the U.S.  District Court. In
July 2000,  NJIT appealed this decision to the Federal Circuit Court of Appeals.
On October 1, 2002, the Federal Circuit Court of Appeals ruled that res judicata
did not apply to the 1999 lawsuit,  and  therefore  reversed the decision of the
U.S. District Court and remanded the lawsuit back to the U.S. District Court for
proceedings  on the merits.  NJIT  expressed  interest in avoiding the cost of a
trial and requested mediation. The Company agreed and a mediator was identified.
A mediation  effort during 2003 failed despite the fact that the Company offered
to assign the patent at issue to NJIT,  more than NJIT  could have  achieved  by
litigation.  In December  2003 the Company  filed a motion for summary  judgment
dismissing NJIT's lawsuit. A ruling is scheduled for May 2004.

The Company  believes  that NJIT's  claim is without  merit and that the Company
will prevail in the litigation.  If,  however,  the Company is not successful in
its defense of the lawsuit, NJIT's employees will be declared to be co-inventors
and NJIT will have the right to use or  non-exclusively  license the patent.  If
such  event  occurs,  the  Company's  right  to  use  the  patent  will  remain.
Furthermore,  in view of the Company's other related intellectual  property that
would not be available for use by NJIT, and the fact that the patent at issue is
obsolete the Company  believes that the impact on the Company  resulting  from a
finding on the merits in favor of NJIT would not be material.

With respect to the Company's related lawsuit against NJIT, on May 22, 2000, the
Superior Court of New Jersey granted the Company's Motion for Summary  Judgment,
dismissing  NJIT's  claims to ownership of this patent.  On June 30, 2000,  NJIT
filed a Motion  for  Reconsideration  of the  court's  ruling.  The  Motion  for
Reconsideration in the State court was dismissed. The Company subsequently filed
a second  Motion for  Summary  Judgment  to dismiss  additional  claims that the
Company, Dr. Gordon and the third party defendants, among other things, breached
fiduciary  duties.  This motion was based on the ruling by the judge overturning
NJIT's claims of ownership.  That motion was heard by a new judge who decided to
await the outcome of NJIT's  appeal of the U.S.  District  Court's  dismissal of
their lawsuit.

If the  outcome of the motion for summary  judgment in the US District  Court is
positive for the Company, the Company may press its claims for damages in the NJ
Superior  Court.  It has submitted a claim for damages in the NJ Superior Court,
but the Company can give no assurance that it will receive any such damages.

ACTION BROUGHT BY FORMER EMPLOYEE

In May 2003,  the Company,  Dr.  Gordon and one of its current  directors at the
time,  VISX and other  parties were named as defendants in a lawsuit by a former
employee of the Company filed in the Superior Court of New Jersey. The plaintiff
had been fired in June 2002 for  interfering  with the work of the Company,  its
relationship  with VISX,  and for harassment of several  female  employees.  The
related complaint alleges,  among other things, that defendants violated the New
Jersey Law Against Discrimination, tortiously interfered with a contract between
the  plaintiff  and the  Company,  tortiously  interfered  with the  prospective
economic gain of the plaintiff and intentionally inflicted emotional distress on


                                       8
<PAGE>

the plaintiff.  This lawsuit is in its early stages.  While the Company believes
it has  meritorious  defenses,  it cannot  predict the ultimate  outcome of this
lawsuit.

BCE ASSOCIATES

BCE  Associates,  L.P.  ("BCE"),  lessor to the  Company's  leased  office space
located in Edison,  New Jersey (the  "Property"),  filed a claim on November 19,
2003 in New Jersey  State Civil Court to demand  possession  of the Property for
the Company's  failure to pay rental  payments to BCE regarding the lease of the
Property. A default judgment for possession of the Property was entered in favor
of BCE on January 7, 2004.


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

None

                                    PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED
         STOCKHOLDER MATTERS

The  following  table  sets forth the range of high and low bid  quotations  per
share of the Company's common stock (symbol  MDJT.OB) for the periods  indicated
as reported by the OTC Bulletin  Board.  These  quotations  reflect  interdealer
prices, without retail mark-up,  mark-down or commission,  and may not represent
actual transactions.

                                      RANGE OF HIGH AND LOW BID PRICES
                                      --------------------------------
                                  2003               2002              2001
                                  ----               ----              ----

        First Quarter       $.04 - $.12         $1.37 - $.51       $1.00 - $.44
        Second Quarter      $.05 - $.12         $1.04 - $.85       $1.00 - $.20
        Third Quarter       $.05 - $.08          $.88 - $.51       $1.07 - $.51
        Fourth Quarter      $.03 - $.07          $.60 - $.02        $.64 - $.51

As of December 31, 2003,  there were  approximately  59 holders of record of the
common stock.

The  Company  has never paid a cash  dividend  on its common  stock and does not
presently  anticipate doing so in the foreseeable  future, but expects to retain
earnings, if any, to finance operations.

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

GENERAL

The Company has been engaged in research and  development of medical  technology
utilizing  small-diameter,  liquid  microjets  moving at  various  speeds  above
supersonic,  depending on the specific application.  The Company expects, during
2004,  to continue  its search for  finding a partner  with which to exploit its
technology  but can give no assurance that it will be able to do so. The Company
is a development-stage company.

OVERVIEW.  Since its inception in December 1993, the Company has been engaged in
developing a technology  suitable for surgery of the eye, in particular,  vision
correction surgery.  The cost of entry into this market with a medical device is
typically large and, being a fledgling company, the Company initially focused on
developing  the  technology  to a point  that it could  license  it.  Using  the
technology already developed for ophthalmic  applications,  the Company believed
that  microjets  could be used in a variety  of other  medical  markets.  Hence,
management  believed that it might be possible,  using the income resulting from
royalties on its initial  products,  to develop new devices,  and potentially to
manufacture and market these devices. A decision to license or manufacture would
be made in each case.

THE PAST YEAR. Due to the Company's  limited working capital,  the year 2003 was
difficult.  The Company has sought to minimize  operating  costs by  drastically
reducing  personnel and reducing  salaries.  The overriding  constraint has been


                                       9
<PAGE>

cash flow. The goal was to retain capability in order to demonstrate  capability
to potential investors.

RESULTS OF OPERATIONS

The  Company has not yet  initiated  sales of its  products.  For the year ended
December  31,  2003,  the  Company  generated  $0  revenues.  For the year ended
December 31, 2002, the Company generated total revenues of $2,651,803, primarily
resulting  from  payments  from  VISX  pursuant  to  research  and   development
agreements.  As a result of the  termination  of the  research  and  development
agreement with VISX, the Company currently has no sources of revenues beyond the
fourth quarter of fiscal 2002.

Total  expenses  for 2003  decreased  by  $2,075,323,  or 74%, to $721,211  from
$2,796,534  in 2002.  This decrease was primarily due to a decrease in purchases
for materials,  testing and analysis and other costs  associated with continuing
development.

Other income (expense) for the year ended December 31, 2002 included $312,500 of
merger  option  income  based on the  initial  $500,000  payment  by VISX to the
Company made  concurrently  with the execution of the merger agreement in August
2001.  This $500,000  payment was recognized  over the original  one-year period
during  which  VISX had the option to elect  whether or not to proceed  with the
merger.  This payment was made by VISX in  consideration  for this option.  VISX
also  paid  the  Company  $250,000  when it  elected  to  terminate  the  merger
agreement.

Net interest  expense for 2003 was $7,047  compared to net  interest  expense of
$5,666 for 2002.  This increase  resulted  principally  from decreased  interest
earned on the Company's  cash reserves and continual  payment of interest on Dr.
Gordon's loan to the Company.

LIQUIDITY AND CAPITAL RESOURCES

As of December 31, 2003,  the Company's cash and cash  equivalents  was $828 and
its working capital was ($468,973).

As stated in the  Results  of  Operations  section  above,  the  Company  had no
revenues in 2003, and 100% of the Company's revenue in 2002 was derived from one
customer  (VISX).  As of December 31, 2003,  the  Company's  cash was $828. As a
result  of  these  factors,  as well as the  absence  of a firm  commitment  for
additional  financing,  the  Company can no longer be  characterized  as a going
concern.  Management  of the Company has  implemented a plan to reduce its costs
and  is  evaluating  financial  and  strategic  alternatives  in  light  of  the
termination  of the merger  agreement  by VISX.  The  ability of the  Company to
continue  depends upon the Company  obtaining  other sources of  financing.  The
Company has ceased  operations  and is strictly  searching for future funding or
merger opportunities.

No assurances can be made that any additional financing will be available to the
Company on commercially reasonable terms or at all. Furthermore, there can be no
assurance  that the  proceeds  obtained  by the  Company as a result of any such
financing would be sufficient to fund the Company's future  development  efforts
or that such  efforts to develop  products  will be  successful.  The failure to
obtain additional financing would have a material adverse effect on the Company,
including  causing a substantial  reduction in or  termination  of the Company's
operations.

During March 1999,  Eugene I. Gordon,  Ph.D.,  the Company's  Chairman and Chief
Executive  Officer,  agreed  to make  available  to the  Company a loan of up to
$250,000.  Under the terms of this  agreement,  the Company issued to Dr. Gordon
warrants to  purchase  up to 50,000  shares of the  Company's  common  stock and
agreed to pay a market interest rate on amounts borrowed.  At December 31, 2003,
the amount owed to Dr. Gordon was $198,000, with interest paid monthly. Interest
for  this  loan  has  been  accruing  since  July  of  2003.  Principal  amounts
outstanding under this loan are due and payable on January 26, 2009.

In  1998,  the  State  of  New  Jersey  enacted  legislation  allowing  emerging
technology  and/or  biotechnology  companies to sell their unused New Jersey net
operating loss carryover ("NOLs") and research and development tax credits ("R&D
Credits") to  corporate  taxpayers in New Jersey.  Under this  program,  the New
Jersey Department of Taxation certifies annual NOLs and R&D Credits which may be
sold to third  parties.  Generally,  corporations  operating  in New  Jersey are
subject to a 9% tax on net operating profits. Companies meeting certain criteria
and that had NOLs may apply for  certificates  for 9% of their  cumulative state
certified NOLs and 3% of their R&D Credits.  The total value of the certificates
for all  companies  applying is limited to a fixed  amount,  as  established  by
statute.  As a result, the value of the certificates issued is usually less than
the total NOLs and R&D Credit  amounts  for which  applications  are  submitted,
depending on the number of  companies  applying  for such  certificates  and the
amounts  claimed.  Any remaining  amounts of NOLs and R&D Credits  exceeding the
face value of the certificates issued can be carried over into subsequent years.
Whatever  certificates  are received may be sold for a percentage  of their face


                                       10
<PAGE>

value,  typically between 80% and 86%. The buyers of these certificates are then
entitled to use these  certificates  at 100% of their face value to reduce their
own New Jersey state income tax  payments.  Companies are permitted to apply for
such  certificates  beginning  in June  with  respect  to NOLs  and R&D  Credits
relating to prior fiscal years. The New Jersey Department of Taxation  generally
takes about six months to process these applications and issue the certificates.
As a result,  the  Company  generally  does not sell its  eligible  NOLs and R&D
Credits  relating to a given year until near the end of the  following  year. To
the extent that the NOLs and R&D Credits are sold,  they will be  unavailable to
the Company to offset future New Jersey state income  taxes.  As of December 31,
2002, the Company sold all of its available NOLs and R&D Credits.

The Company was not eligible to receive any  certificates  in 2003. For the year
ended December 31, 2002, the Company received net proceeds of $210,928, from the
sale of its tax certificates relating to tax benefits from prior years. Provided
that the State of New Jersey extends this program,  the Company will be eligible
in 2004, however the amount of the proceeds is not currently available.

SIGNIFICANT ACCOUNTING POLICIES AND ESTIMATES

GENERAL

The Company's  discussion and analysis of its financial condition and results of
operations are based upon the Company's  financial  statements,  which have been
prepared in accordance  with  accounting  principles  generally  accepted in the
United States of America. The preparation of these financial statements requires
the Company to make estimates and judgments that affect the reported  amounts of
assets, liabilities,  revenues and expenses and related disclosure of contingent
assets  and  liabilities.  On  an  ongoing  basis,  the  Company  evaluates  its
estimates,   including  those  related  to  intangible  assets,   income  taxes,
contingencies  and  litigation.  The Company  bases its  estimates on historical
experience and on various other  assumptions  that are believed to be reasonable
under  the  circumstances,  the  results  of which  form the  basis  for  making
judgments  about the  carrying  values of assets  and  liabilities  that are not
readily  apparent  from other  sources.  Actual  results  may differ  from these
estimates under different assumptions or conditions.

PATENTS

Costs incurred in connection  with patent  applications,  principally  legal and
consulting  fees,  are  capitalized.  Once a patent is granted,  these costs are
amortized over the lesser of the life of the patent,  generally 20 years, or the
estimated future economic life of the technology underlying the patent. Once the
amortization  period  begins,  management  continues to evaluate  the  estimated
future economic life of the patents. Should it be determined that a shorter life
is estimated than the original estimated future life, the amortization period is
adjusted accordingly.  Should a patent application be abandoned or not approved,
the costs incurred in connection with the application are expensed.

At December 31,  2003,  unamortized  patent  costs  amounted to $289,785 and are
included  in  the  balance  sheet  under  the  caption  Patents  and  Trademarks
(trademark costs are $1,540). No patent abandonment costs were included in 2003,
and $19,582 were included in 2002. One patent was issued during 2003.

REVENUE RECOGNITION

The Company  received no revenues  during 2003. The Company's  revenues for 2002
were  derived  primarily  from  payments  from VISX  pursuant  to  research  and
development agreements and its cancellation fee.



                                       11
<PAGE>

ADDITIONAL FACTORS THAT MAY AFFECT FUTURE RESULTS

QUALIFICATION  IN THE  REPORT  OF  INDEPENDENT  CERTIFICATE  PUBLIC  ACCOUNTANTS
RELATING TO THE COMPANY'S  ABILITY TO CONTINUE AS A GOING  CONCERN;  ACCUMULATED
DEFICIT AND HISTORY OF OPERATING LOSSES;  ANTICIPATED  FUTURE LOSSES. The report
of  independent   certified  public  accountants  on  the  Company's   financial
statements contains an explanatory paragraph stating that there is a substantial
doubt as to the Company's ability to continue as a going concern.  The financial
statements do not include any adjustments  that might result from the outcome of
such uncertainty. The Company incurred operating losses of $721,211 and $144,731
for the fiscal  years ended  December 31, 2003 and 2002,  respectively,  and, at
December 31, 2003,  had an accumulated  deficit of  $8,138,238.  The Company has
ceased operations and is strictly searching for funding or merger opportunities.
The  Company's  future level of revenues and potential  profitability  depend on
many factors,  including the Company's ability to obtain  additional  financing.
There can be no  assurance  that the Company  will  experience  any  significant
growth in revenues (or even sustain  historic  revenue  levels) in the future or
that the Company will ever achieve profitability.

NO SALES REVENUES; UNCERTAIN PROFITABILITY; DEVELOPMENT STAGE COMPANY. Since its
inception,  the  Company  has been  principally  engaged  in  developmental  and
organizational  activities.  To date, the Company has not yet initiated sales of
its products and, consequently, has had no sales revenues. No sales revenues are
expected  until,  and only if, the Company  begins  commercial  marketing of the
Company's medical devices. Commercial marketing of the Company's products in the
U.S. will be contingent  upon  obtaining FDA permission or approval and possibly
the approval of other governmental agencies. Regulatory clearance procedures are
often extremely time consuming, expensive and uncertain.  Accordingly, there can
be no assurance  that the Company  will be  successful  in  obtaining  marketing
clearance of any of its devices or that, if such devices are cleared, it will be
able to generate sufficient revenues to operate on a profitable basis.

The Company is in the development  stage,  and its business is subject to all of
the risks  inherent  in the  establishment  of a new  business  enterprise.  The
likelihood  of  success  of the  Company  must be  considered  in  light  of the
problems,   expenses,   complications  and  delays  frequently   encountered  in
connection  with  the  formation  of a new  business,  the  development  of  new
products,  the  competitive  and regulatory  environment in which the Company is
operating  and the  possibility  that  its  activities  will not  result  in the
development of any commercially viable products.  There can be no assurance that
the  Company's   activities  will  ultimately   result  in  the  development  of
commercially saleable or useful products.

NEED FOR FUTURE FINANCING.  The Company will require  additional capital before,
if ever,  it reaches  profitability  and positive  cash flow.  As a result,  the
Company will be required to raise  additional  funds  through  public or private
financing,  including  grants  that  may  be  available  for  its  research  and
development.  There can be no assurance,  however, that the Company will be able
to obtain  additional  financing  on terms  favorable  to it,  if at all.  Since
adequate  funds were not available to satisfy  short-term  or long-term  capital
requirements, the Company eliminated its product development activities, limited
its operations significantly, and modified its business strategy. The failure of
the  Company to obtain any other  acceptable  financing  had a material  adverse
effect on the plans and operations of the Company.  Without additional financing
or the exercise of the Company's  outstanding options and warrants or otherwise,
the Company  became unable to maintain its current  operations and was unable to
carry out its  business  plan.  The  Company  has no current  understandings  or
commitments to obtain any  additional  financing from the sale of its securities
or otherwise. Additional financing from the sale of its securities may result in
dilution of the Company's then current stockholders.

DEPENDENCE  UPON A KEY OFFICER;  ATTRACTION AND RETENTION OF KEY PERSONNEL.  The
business of the Company is highly dependent upon the active participation of its


                                       12
<PAGE>

founder and Chief Executive  Officer,  Dr. Eugene I. Gordon, age 73. The loss or
unavailability to the Company of Dr. Gordon would have a material adverse effect
on the Company's business prospects and potential earning capacity.  As a result
of the  continuing  stress  of the  business  and age,  Dr.  Gordon's  full time
participation  is no longer  assured.  The  recruitment  of  skilled  scientific
personnel is critical to the Company's  success.  There can be no assurance that
it will be able to continue to attract and retain such  personnel in the future.
In  addition,  the  Company's  expansion  into  areas and  activities  requiring
additional expertise, clinical testing,  governmental approvals,  production and
marketing of the Company's products (which would be required if the Company does
not enter into licensing  arrangements)  is expected to place increased  demands
upon the Company's  financial  resources and  corporate  structure.  The Company
would  satisfy such  demands,  if they arise,  through the hiring of  additional
management  personnel and the  development  of additional  expertise by existing
management.

NO ASSURANCE OF FDA AND OTHER  REGULATORY  APPROVAL OR CLEARANCE.  The Company's
proposed medical devices are subject to regulation by the FDA under the FD&C Act
and implementing regulations. Pursuant to the FD&C Act, the FDA regulates, among
other  things,  the  development,   manufacture,   labeling,  distribution,  and
promotion of medical devices in the United States.

The process of obtaining  required  regulatory  clearances  or approvals  can be
time-consuming  and expensive,  and compliance with the FDA's Good Manufacturing
Practices  regulations  and other  regulatory  requirements  can be  burdensome.
Moreover, there can be no assurance that the required regulatory clearances will
be  obtained,  and  such  clearances,   if  obtained,  may  include  significant
limitations  on the uses of the product in  question.  In  addition,  changes in
existing  regulations  or  guidelines  or the  adoption  of new  regulations  or
guidelines could make regulatory compliance by the Company more difficult in the
future. The failure to comply with applicable regulations could result in fines,
delays or suspensions of clearances,  seizures or recalls of products, operating
restrictions and criminal prosecutions, and would have a material adverse effect
on the Company.

UNCERTAINTY OF MARKET ACCEPTANCE;  RELIANCE ON SINGLE TECHNOLOGY.  Acceptance of
the  Company's  proposed  products  is  difficult  to predict  and will  require
substantial  marketing  efforts and the expenditure of significant  funds by the
Company.  There can be no assurance  that the  products  will be accepted by the
medical community once they are permitted or approved.  Market acceptance of the
Company's  products  will  depend in large  part upon the  Company's  ability to
demonstrate the operational  advantages,  safety and  cost-effectiveness  of its
products compared to other comparable instruments and techniques. Failure of the
products to achieve market acceptance will have a material adverse effect on the
Company's financial condition and results of operations.

DEPENDENCE ON PATENTS AND PROPRIETARY  RIGHTS. The Company's success will depend
in part on whether it successfully  obtains and maintains patent  protection for
its products,  preserves its trade secrets and operates  without  infringing the
proprietary rights of third parties.

The Company has sought to protect its  proprietary  interest in its  products by
applying for patents in the United States and corresponding  patents abroad. The
Company  currently  has nine issued U.S.  patents and 21 U.S. and  international
patents pending. There can be no assurance that any other patents will be issued
to the Company,  that any patents owned by or issued to the Company, or that may
be issued to the Company in the future, will provide a competitive  advantage or
will afford  protection  against  competitors with similar  technology,  or that
competitors  of the Company will not  circumvent,  or challenge the validity of,
any  patents  issued to the  Company.  There also can be no  assurance  that any
patents  issued to or  licensed  by the Company  will not be  infringed  upon or
designed  around by others or would  prevail in a legal  challenge,  that others


                                       13
<PAGE>

will not obtain  patents that the Company will need to license or design around,
that the  microkeratomes  or any other potential product of the Company will not
inadvertently  infringe  upon the  patents of others,  or that  others  will not
manufacture  the Company's  patented  products upon  expiration of such patents.
There can be no assurance  that  existing or future  patents of the Company will
not be invalidated. Additionally, patent applications filed in foreign countries
and patents granted in such countries are subject to laws, rules and procedures,
which  differ  from  those  in the  United  States.  Patent  protection  in such
countries may be different from patent protection provided by United States laws
and may not be as favorable to the Company.

Also, there can be no assurance that the Company's non-disclosure agreements and
other  safeguards will protect its proprietary  information and trade secrets or
provide  adequate  remedies for the Company in the event of unauthorized  use or
disclosure of such information, or that others will not be able to independently
develop such information.  As is the case with the Company's patent rights,  the
enforcement by the Company of its  non-disclosure  agreements can be lengthy and
costly,  with no  guarantee  of  success.  There  can be no  assurance  that the
Company's  program of patent  protection,  internal  security of its proprietary
information  and  non-disclosure  agreements  will be  sufficient to protect the
Company's proprietary technology from competitors.

INFRINGEMENT  CLAIMS;   LITIGATION.  The  Company's  competitors  and  potential
competitors may intentionally  infringe the Company's patents. Third parties may
also assert  infringement  claims against the Company in the future. The defense
and prosecution of patent suits are both costly and time-consuming,  even if the
outcome is favorable to the Company.  If any of the Company's products are found
to infringe upon the patents or proprietary rights of another party, the Company
may be required to obtain  licenses under such patents or proprietary  rights of
such other party. No assurance can be given that any such licenses would be made
available on terms  acceptable to the Company,  if at all. If required  licenses
were to be unavailable, the Company could be prohibited from using, marketing or
selling  certain  technology  and  devices  and such  prohibition  could  have a
material adverse effect on the Company.

The Company is currently  involved in ongoing  patent  litigation,  as described
under Part I, Item 3. "Legal Proceedings."

COMPETITIVE TECHNOLOGIES,  PROCEDURES AND COMPANIES. The Company is engaged in a
rapidly  evolving  field.  The Company  believes that there are companies,  both
public and private,  universities and research  laboratories engaged in research
activities  relating  to dental  drilling  and  cavity  treatment.  The  Company
believes that competition  from these  companies,  universities and laboratories
will be intense and will increase over time.  The Company's  potential  products
for dental  drilling and cavity  treatment  will  compete  with other  presently
existing forms of treatment for dental  disorders,  including  mechanical drills
and burrs, as well as other  technologies  under  development.  The main current
technology,  involving  more than 90% of the practice,  is the use of mechanical
drills and burrs.  There are expensive laser devices for removing caries and air
abrasion systems for drilling holes. Neither has been well accepted.  The Liquid
MicroDrill system drills holes and can remove areas of enamel and dentin, cleans
out caries and can remove tartar and plaque as well as polish. It can completely
replace the current mechanical system.

Additionally,  there can be no assurance that the Company's competitors will not
succeed  in  developing  technologies,  procedures  or  products  that  are more
effective or economical  than those being developed by the Company or that would
render the Company's technology and proposed products obsolete or noncompetitive
or that would allow for the bypassing of the Company's patents.  Furthermore, in
connection  with the commercial  sale of its products,  the Company will also be
competing with respect to manufacturing  efficiency and marketing  capabilities,
areas in which the Company has no experience.



                                       14
<PAGE>

NO MANUFACTURING  EXPERIENCE;  DEPENDENCE ON THIRD PARTIES. The Company may seek
to undertake the manufacture and marketing of its microjet products on a limited
scale.  However,  it  would  need to  pursue  other  possible  arrangements  for
larger-scale  manufacturing,  marketing  and  distribution.  To the  extent  the
Company  does not enter  into such  arrangements,  it will need to engage in the
manufacture  and  marketing  of its  products.  Manufacturing  will  consist  of
purchasing existing parts, having parts formed by vendors,  incoming inspection,
assembly,  qualification testing and packaging, i.e., virtual manufacturing. The
Company has no volume  manufacturing  capacity or  experience  in  manufacturing
medical  devices or other  products.  To be successful,  the Company's  proposed
products  must be  manufactured  in commercial  quantities  in  compliance  with
regulatory   requirements  at  acceptable  costs.   Production  in  clinical  or
commercial-scale  quantities will involve technical  challenges for the Company.
If the Company is unable or elects not to pursue collaborative arrangements with
other companies to manufacture  certain of its potential  products,  the Company
will be required to establish manufacturing  capabilities.  Establishing its own
manufacturing  capabilities  would  require  significant  scale-up  expenses and
additions  to  facilities  and  personnel.  There can be no  assurance  that the
Company will be able to obtain necessary  regulatory approvals on a timely basis
or at all.  Delays in receipt of or failure to receive such approvals or loss of
previously  received  approvals  would  have a  material  adverse  effect on the
Company.  There can be no  assurance  that the  Company  will be able to develop
clinical or commercial-scale  manufacturing  capabilities at acceptable costs or
enter into agreements with third parties with respect to these  activities.  The
Company's  dependence upon third parties for the manufacture of its products may
adversely  affect the  Company's  profit  margins and the  Company's  ability to
develop and deliver such products on a timely basis.  Moreover,  there can be no
assurance that such parties will perform  adequately,  and any failures by third
parties may delay the submission of products for regulatory approval, impair the
Company's ability to deliver products on a timely basis, or otherwise impair the
Company's  competitive  position  and any such  failure  could  have a  material
adverse effect on the Company.

NO MARKETING OR SALES EXPERIENCE.  If the Company does not enter into license or
distribution  agreements  with respect to its  products,  it may  undertake  the
marketing and sale of its own products.  In such event,  the Company  intends to
market and sell its products in the United States and certain foreign countries,
if and when regulatory  approval is obtained,  through a direct sales force or a
combination  of a  direct  sales  force  and  distributors  or  other  strategic
partnerships.  The Company currently has no marketing organization and has never
sold a product.  Establishing  sufficient  marketing and sales  capability  will
require significant  resources.  There can be no assurance that the Company will
be able to recruit and retain skilled sales management,  direct  salespersons or
distributors,  or  that  the  Company's  marketing  or  sales  efforts  will  be
successful. To the extent that the Company enters into distribution arrangements
for the sale of its  products,  the Company  will be dependent on the efforts of
third parties. There can be no assurance that such efforts will be successful.

RISK OF PRODUCT LIABILITY LITIGATION; POTENTIAL UNAVAILABILITY OF INSURANCE. The
testing, manufacture, marketing and sale of medical devices entails the inherent
risk of liability  claims or product recalls.  As a result,  the Company faces a
risk of exposure to product liability claims and/or product recalls in the event
that the use of its future potential products are alleged to have caused injury.
There can be no assurance that the Company will avoid  significant  liability in
spite of the precautions taken to minimize exposure to product liability claims.
Prior to the  commencement of clinical  testing,  the Company intends to procure
product liability insurance.  After any  commercialization of its products,  the
Company will seek to obtain an appropriate increase in its coverage.  There can,
however,  be no assurance that adequate  insurance coverage will be available at
an acceptable cost, if at all. Consequently,  a product liability claim, product
recall or other  claims with respect to  uninsured  liabilities  or in excess of
insured liabilities could have a material adverse effect on the Company.



                                       15
<PAGE>

SURGICAL  RISKS.  There can be no assurance that the Company's  products will be
successful  in  supporting  dental  drilling and cavity  treatment.  As with all
surgical  procedures,  the  procedures  for which  the  Company's  products  are
intended entail certain inherent risks,  including  defective equipment or human
error,  infection  or other  injury.  Such  injury  could  expose the Company to
product liability or other claims.  The Company believes competing products have
the same risks and have experienced a small number of these  situations  without
undue  impact on the  commercial  prospects  of such  products.  There can be no
assurance that the Company's product liability insurance, in effect from time to
time,  will be sufficient to cover any such claim in part or in whole.  Any such
claim could adversely impact the commercialization of the Company's products and
could have a material adverse effect on the Company.



                                       16
<PAGE>

ITEM 7.  FINANCIAL STATEMENTS.

                                                                        PAGE NO.
                                                                        --------

Independent Auditors' Report                                                  19

Balance Sheet as of December 31, 2003                                         20

Statements of Operations for the years ended December 31, 2003 and
2002, and for the period from inception to December 31, 2003                  21

Statement of Stockholders' Equity for the period from inception to
December 31, 2003                                                             22

Statements of Cash Flows for the years ended December 31, 2003 and
2002, and for the period from inception to December 31, 2003                  25

Notes to the Financial Statements                                             26


                                       17
<PAGE>

                          INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders of
Medjet Inc. (A Development Stage Company):


We have audited the  accompanying  balance  sheet of Medjet Inc. (A  Development
Stage Company) as of December 31, 2003 and the related statements of operations,
stockholders'  equity and cash flows for the years ended  December  31, 2003 and
2002 and for the period from December 16, 1993 (inception) to December 31, 2003.
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 auditing standards generally accepted
in the  United  States of  America.  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 Medjet Inc. (A  Development
Stage Company) as of December 31, 2003 and the results of its operations and its
cash flows for the years  ended  December  31,  2003 and 2002 and for the period
from  December  16, 1993  (inception)  to December 31, 2003 in  conformity  with
accounting principles generally accepted in the United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a going  concern.  As  discussed  in the  Summary of
Significant  Accounting Policies Note to the financial  statements,  the Company
lost its sole  source of  revenue,  which  raises  substantial  doubt  about its
ability to continue as a going concern.  The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.

                                       /s/ ROSENBERG RICH BAKER BERMAN & COMPANY
                                           -------------------------------------
Bridgewater, New Jersey
April 8, 2004



                                       18
<PAGE>

<TABLE>
<CAPTION>
                                   MEDJET INC.
                          (A Development Stage Company)
                                  Balance Sheet
                                December 31, 2003



                                                   Assets
<S>                                                                                       <C>
Current Assets:
    Cash and cash equivalents                                                                      $     828
    Prepaid expenses                                                                                  28,902
                                                                                           -------------------
             Total Current Assets                                                                     29,730
                                                                                           -------------------


Property and Equipment - less accumulated depreciation of $419,371                                    27,460
Patents and Trademarks - less accumulated amortization of $69,332                                    291,325
Security deposits                                                                                      4,837
                                                                                           -------------------

             Total Assets                                                                          $ 353,352
                                                                                           ===================



                                    Liabilities and Stockholders' Equity


Current Liabilities:
   Accounts payable and accrued liabilities                                                        $ 297,881
    Income tax payable                                                                                 2,823
    Notes payable - Officer                                                                          198,000
                                                                                           -------------------
            Total Current Liabilities                                                                498,704
    Deferred Rental Obligation                                                                         5,246
                                                                                           -------------------
            Total Liabilities                                                                        503,950
                                                                                           -------------------
Commitments and Contingencies                                                                              -
Stockholders' Equity:
    Preferred stock, $.01 par value, 1,000,000 shares authorized, 10,400 shares
         designated as Series B Convertible Preferred issued and outstanding                             104
    Common stock, $.001 par value, 30,000,000 shares authorized,
         3,935,220 shares issued and 3,901,431 shares outstanding                                      3,935
    Additional paid-in capital                                                                     7,985,298
    Accumulated deficit (including deficit accumulated during development
         stage of $9,642,906 of which $1,556,204 was applied to additional
         paid-in capital upon conversion from an "S" to a "C" corporation)                       (8,138,235)
    Less: Treasury stock, 33,789 shares, at cost                                                     (1,700)
                                                                                           -------------------

             Total Stockholders' Equity                                                            (150,598)
                                                                                           -------------------

Total Liabilities and Stockholders' Equity                                                         $ 353,352
                                                                                           ===================

</TABLE>

                         See notes to the financial statements.


                                       19
<PAGE>

<TABLE>
<CAPTION>
                                   MEDJET INC.
                          (A Development Stage Company)
                             Statement of Operations



                                                                                                  Period from
                                                                                               December 16, 1993
                                                             Year Ended December 31,             (Inception) to
                                                              2003              2002           December 31, 2003
<S>                                                    <C>                <C>               <C>
Revenues:
Revenues                                               $        -         $     2,651,803   $           4,884,303
                                                         ---------------    -------------     -------------------
     Total Revenues                                             -               2,651,803               4,884,303
                                                         ---------------    -------------     -------------------

Expenses:
Research, development,
   general and administrative                                    721,211        2,796,534              16,095,642
                                                         ---------------    -------------     -------------------
     Total Expenses                                              721,211        2,796,534              16,095,642
                                                         ---------------    -------------     -------------------

Loss from Operations                                           (721,211)        (144,731)            (11,211,339)
                                                         ---------------    -------------     -------------------

Other Income (Expense):
   Merger Option                                                -                 312,500                 500,000
   Other Income (Expense)                                          1,618            (131)                   6,772
   Interest Income                                              -                   4,704                 351,075
   Interest Expense                                              (8,665)         (10,370)               (108,834)
                                                         ---------------    -------------     -------------------
                                                                 (7,047)          306,703                 749,013
                                                         ---------------    -------------     -------------------

Income (Loss) Before Income Tax (Benefit)                      (728,258)          161,972            (10,462,326)

State Income Tax (Benefit)                                         (610)         (57,239)               (819,420)
                                                         ---------------    -------------     -------------------


Net Income (Loss)                                              (727,648)          219,211             (9,642,906)

Dividends on Preferred Stock                                           -                -                 184,923
                                                         ---------------    -------------     -------------------

Net Income (Loss) Attributable to Common
      Stockholders                                     $       (727,648)  $       219,211   $         (9,827,829)
                                                         ===============    =============     ===================
Earnings (Loss) Per Share:
      Basic                                            $          (0.19)  $          0.06   $              (2.89)
                                                         ===============    =============     ===================
      Diluted                                          $          (0.19)  $          0.06   $              (2.89)
                                                         ===============    =============     ===================
Weighted average common shares outstanding:
      Basic                                                    3,901,431        3,901,431               3,395,322
                                                         ===============    =============     ===================
      Diluted                                                  3,901,431        3,901,431               3,395,322
                                                         ===============    =============     ===================



------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                     See notes to the financial statements.


                                       20
<PAGE>

<TABLE>
<CAPTION>
                                   MEDJET INC.
                          (A Development Stage Company)
                        Statement of Stockholders' Equity
     Period From December 16, 1993 (Date of Inception) to December 31, 2003
<S>                                   <C>       <C>       <C>    <C>        <C>     <C>    <C>      <C>    <C>      <C>       <C>
                                                                                    Pre-                   Paid-In
                                                                            Common  ferred                 Capital
                                                                  Total     Stock   Stock                  (Bene-
                                       Preferred Common    Price  Consider- ($.001  ($.01  Paid-    Defer- ficial   Accum-    Trea-
                                       Shares    Shares    Per    ation     Par     Par    In       red    Con-     ulated    sury
            Date/Description           Issued    Issued    Share  Paid      Value)  Value) Capital  Charge version) Deficit   Stock
------------------------------------- --------- --------- ------ --------- -------- ----- -------- ------- -------- --------- -----
March 12, 1994      Share Issuance            -   800,000  $0.10 $ 80,000     $ 800       $ 79,200                      $   -
April 21, 1994      Share Issuance            -    15,000   0.10    1,500        15          1,485                          -
May 1, 1994         Share Issuance            -    63,000   0.10    6,300        63          6,237                          -
May 25, 1994        Share Issuance            -    50,000   1.00   50,000        50         49,950                          -
May 31, 1994        Share Issuance            -    25,000   1.00   25,000        25         24,975                          -
June 6, 1994        Share Issuance            -    50,000   1.00   50,000        50         49,950                          -
June 7, 1994        Share Issuance            -    50,000   1.00   50,000        50         49,950                          -
June 13, 1994       Share Issuance            -    25,000   1.00   25,000        25         24,975                          -
June 20, 1994       Share Issuance            -    25,000   1.00   25,000        25         24,975                          -
July 28, 1994       Share Issuance            -    25,000   1.00   25,000        25         24,975                          -
September 23, 1994  Share Issuance            -    45,002   6.00  270,012        45        269,967                          -
October 20, 1994    Share Issuance            -    20,501   6.00  123,008        21        122,987                          -
October 28, 1994    Share Issuance            -     2,500   6.00   15,000         2         14,998                          -
November 10, 1994   Share Issuance            -    14,500   6.00   87,000        15         86,985                          -
November 16, 1994   Share Issuance            -     2,501   6.00   15,004         2         15,002                          -
Net Loss, Year Ended
  December 31, 1994                           -         -      -        -         -              -                  (287,291)
                                      --------- --------- ------ --------- -------- ----- -------- ------- -------- --------- -----

Balance, December 31, 1994                    - 1,213,004         847,824     1,213        846,611                  (287,291)
                                                                                                                            -
August 8, 1995      Share Issuance            -     5,000  $6.00   30,000         5         29,995                          -
August 28, 1995     Share Issuance            -     4,000   6.00   24,000         4         23,996                          -
September 21, 1995  Share Issuance            -     5,000   6.00   30,000         5         29,995                          -
September 29, 1995  Share Issuance            -     5,000   6.00   30,000         5         29,995                          -
December 31, 1995   Share Issuance            -       833   6.00    5,000         1          4,999                          -
         "          Stock Split:              - 1,217,475      -        -     1,217        (1,217)                          -
                    1.987538926-to-1
                    Share Outstanding

Net Loss, Year Ended
  December 31, 1995                           -        -       -        -         -              -                  (677,385)
                                      --------- --------- ------ --------- -------- ----- -------- ------- ------- ---------- -----

Balance, December 31, 1995                    - 2,450,312      - $966,824    $2,450       $964,374                 $(964,676)
                                      --------- --------- ------ --------- -------- ----- -------- ------- ------- ---------- -----
</TABLE>

                     See notes to the financial statements.


                                       21
<PAGE>
<TABLE>
<CAPTION>
                                 MEDJET INC.
                          (A Development Stage Company)
                        Statement of Stockholders' Equity
     Period From December 16, 1993 (Date of Inception) to December 31, 2003
<S>                                     <C>       <C>       <C>     <C>         <C>      <C>      <C>          <C>       <C>
                                                                                         Pre-                             Paid-In
                                                                                Common   ferred                           Capital
                                         Pre-                        Total      Stock    Stock                            (Bene-
                                         ferred    Common    Price   Consider-  ($.001   ($.01                            ficial
                                         Shares    Shares    Per     ation      Par      Par        Paid-In    Deferred   Conver-
            Date/Description             Issued    Issued    Share   Paid       Value)   Value)     Capital    Charge     sion)
--------------------------------------- --------- --------- ------- ----------- -------- -------- -----------  --------- ----------
Balance, December 31, 1995, brought
 forward                                       -  2,450,312         $   966,824  $2,450  $     -  $   964,374  $      -   $      -

August 6, 1996 Share Issuance                  -  1,071,429 $ 5.60    6,000,002   1,071        -    5,998,931         -          -
         "     Reclassification of
               deferred offering costs         -         -      -            -       -         -   (1,436,045)        -          -
         "     Reclassification of
               accumulated deficit
               for change from an
               S to a C corporation            -         -      -            -       -         -   (1,556,204)        -          -
September 3, 1996 Share Issuance               -    160,714   5.60      899,998     161        -      899,837         -          -
December 30, 1996 Acquisition of
 treasury shares                               -         -      -            -       -         -           -          -          -
Net Loss, Year Ended
 December 31, 1996                             -         -      -            -       -         -           -          -          -
                                        --------- --------- ------- ----------- -------- -------- -----------  --------- ----------

Balance, December 31, 1996                     -  3,682,455           7,866,824   3,682        -    4,870,893         -          -

July 18, 1997     Share Issuance               -     21,800 $ 0.05        1,097      22        -        1,075         -          -
July 24, 1997     Share Issuance               -      4,464   5.60       24,998       5        -       24,994         -          -
Net Loss, Year Ended
 December 31, 1997                             -         -      -            -       -         -           -          -          -
                                        --------- --------- ------- ----------- -------- -------- -----------  --------- ----------

Balance, December 31, 1997                     -  3,708,719           7,892,919   3,709        -    4,896,962         -          -
January 27, 1998 Share Issuance                -      1,350 $ 5.60        7,560       1        -        7,559         -          -
March 31, 1998   Share Issuance                -     10,000   3.02       30,188      10        -       30,178         -          -
April 20, 1998   Share Issuance          110,000         -   10.00    1,100,000      -     1,100      945,511         -    133,389
         "       Placement Agent
                  Warrants                     -         -      -            -       -         -           18         -          -
October 9, 1998  Preferred Conversion   (110,000)   182,724   6.02           -      183   (1,100)     184,911         -   (133,389)
         "       Preferred Dividend            -     12,154   4.24       51,534      12        -          917         -          -
Net Loss, Year
 Ended December 31, 1998                       -         -      -            -       -         -           -          -          -
                                        --------- --------- ------- ----------- -------- -------- -----------  --------- ----------

Balance, December 31, 1998                     -  3,914,947           9,082,201   3,915        -    6,066,056         -          -

May 13, 1999      Share Issuance               -     19,588 $ 1.00           -       19        -          (19)        -          -
June 11, 1999     Share Issuance               -        685   1.70           -        1                    (1)        -          -
December 3, 1999  Share Issuance          16,000         -  125.00    2,000,000      -       160    1,999,840         -          -
December 31, 1999 Partial
 Rescission of Preferred                  (5,600)        -  125.00     (700,000)     -       (56)    (699,944)        -          -
Net Loss, Year
 Ended December 31, 1999                       -         -      -            -       -         -           -          -          -
                                        --------- --------- ------- ----------- -------- -------- -----------  --------- ----------

Balance, December 31, 1999                10,400  3,935,220         $10,382,201  $3,935  $   104  $ 7,365,932  $      -  $       -

Net Loss, Year
 Ended December 31, 2000                       -         -      -            -       -         -           -          -          -
Balance, December 31, 2000                10,400  3,935,220         $10,382,201  $3,935  $   104  $ 7,365,932         -          -
                                        --------- --------- ------- ----------- -------- -------- -----------  --------- ----------

August 17, 2001 Warrant
 Issuance                                      -         -      -           -         -        -      616,000  (616,000)         -
Amortization of Deferred Charge                -         -      -           -         -        -           -    231,000          -
Net Loss, Year
 Ended December 31, 2001                       -         -      -           -         -        -           -          -
                                        --------- --------- ------- ----------- -------- -------- ----------- ---------- ----------
</TABLE>

                                       22
<PAGE>



                                        Accumulated    Treasury
            Date/Description            Deficit        Stock
------------------------------------  --------------  ----------

Balance, December 31, 1995, brought
 forward                                $  (964,676)   $      -

August 6, 1996 Share Issuance                    -            -
         "     Reclassification of
               deferred offering costs           -            -
         "     Reclassification of
               accumulated deficit
               for change from an
               S to a C corporation       1,556,204           -
September 3, 1996 Share Issuance                 -            -
December 30, 1996 Acquisition of
 treasury shares                                 -       (1,700)
Net Loss, Year Ended
 December 31, 1996                       (1,273,977)          -
                                        ------------  ----------

Balance, December 31, 1996                 (682,449)     (1,700)

July 18, 1997     Share Issuance                 -            -
July 24, 1997     Share Issuance                 -            -
Net Loss, Year Ended
 December 31, 1997                       (2,578,448)          -
                                        ------------  ----------

Balance, December 31, 1997               (3,260,897)     (1,700)
January 27, 1998 Share Issuance                  -            -
March 31, 1998   Share Issuance                  -            -
April 20, 1998   Share Issuance                  -            -
         "       Placement Agent
                  Warrants                       -            -
October 9, 1998  Preferred Conversion            -            -
         "       Preferred Dividend         (51,534)          -
Net Loss, Year
 Ended December 31, 1998                 (1,730,538)          -
                                        ------------  ----------

Balance, December 31, 1998               (5,042,969)     (1,700)

May 13, 1999      Share Issuance                 -            -
June 11, 1999     Share Issuance                 -            -
December 3, 1999  Share Issuance                 -            -
December 31, 1999 Partial
 Rescission of Preferred                         -            -
Net Loss, Year
 Ended December 31, 1999                 (1,238,028)          -
                                        ------------  ----------

Balance, December 31, 1999              $(6,280,997)  $  (1,700)

Net Loss, Year
 Ended December 31, 2000                   (872,064)          -
Balance, December 31, 2000              $(7,153,061)  $  (1,700)
                                        ------------  ----------

August 17, 2001 Warrant
 Issuance                                        -            -
Amortization of Deferred Charge                  -            -
Net Loss, Year
 Ended December 31, 2001                   (476,737)
                                       -------------------------

Balance, December 31, 2001              $(7,629,798)  $  (1,700)
                                       -------------------------



<PAGE>

<TABLE>
<CAPTION>
<S>                                     <C>       <C>       <C>     <C>         <C>      <C>      <C>          <C>       <C>
                                                                                         Pre-                             Paid-In
                                                                                Common   ferred                           Capital
                                         Pre-                        Total      Stock    Stock                            (Bene-
                                         ferred    Common    Price   Consider-  ($.001   ($.01                            ficial
                                         Shares    Shares    Per     ation      Par      Par        Paid-In    Deferred   Conver-
            Date/Description             Issued    Issued    Share   Paid       Value)   Value)     Capital    Charge     sion)
--------------------------------------- --------- --------- ------- ----------- -------- -------- -----------  --------- ----------
Balance, December 31, 2001                10,400  3,935,22      -   $10,382,201  $3,935  $   104  $ 7,981,932 (385,000)  $       0
                                        --------- --------- ------- ----------- -------- -------- ----------- ---------- ----------

Balance, December 31, 2001                10,400  3,935,220     -   $10,382,201  $3,935  $   104  $ 7,981,932  (385,000) $       0
Brought forward                                -          -     -             -       -        -           -    385,000          -
Amortization of Deferred Charge                -          -     -             -       -        -        3,366         -          -
Stock Options Issued to Consultant
Net Income, Year
 Ended December 31, 2002                       -          -     -             -       -        -            -         -          -
                                        --------- --------- -------  ----------- -------  -------- ----------- ---------- ---------

Balance, December 31, 2002                10,400  3,935,220     -   $10,382,201  $3,935  $   104  $ 7,985,298             $      0
Amortization of Deferred Charge                -          -     -             -       -        -           -           -         -
Stock Options Issued to Consultant             -          -     -             -       -        -           -           -         -
Net Income, Year
 Ended December 31, 2003                       -          -     -             -       -        -           -           -         -
                                        --------- --------- -------  ----------- -------  ------- ----------- ----------- ---------

Balance, December 31, 2003                10,400  3,935,220     -   $10,382,201  $3,935  $   104  $ 7,985,298             $      0
                                        ========= ========= ======  ============ ======  ======== =========== =========== =========
</TABLE>
                                       23
<PAGE>

                                       Accumulated    Treasury
            Date/Description            Deficit        Stock
------------------------------------  --------------  ----------

Balance, December 31, 2001
Brought forward                         $(7,629,798)  $  (1,700)
Amortization of Deferred Charge                  -            -
Stock Options Issued to Consultant               -            -
Net Income, Year Ended December 31, 2002    219,211           -
                                        ------------  ----------

Balance, December 31, 2002              $(7,410,587)  $  (1,700)
Amortization of Deferred Charge                  -            -
Stock Options Issued to Consultant               -            -
Net Income, Year Ended December 31, 2003 (727,648)            -
                                        ------------  ----------

Balance, December 31, 2003              $(8,138,235)  $ (1,700)
                                        ============  ==========


                     See notes to the financial statements.



<PAGE>

<TABLE>
<CAPTION>
                                  MEDJET INC.
                          (A Development Stage Company)
                            Statements of Cash Flows

                                                                                    For the Year Ended              Period from
                                                                                       December 31,              December 16, 1993
                                                                               -----------------------------       (Inception) to
                                                                                     2003             2002        December 31, 2003
                                                                               ---------------   -------------   ------------------
<S>                                                                            <C>               <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

Net Income (Loss)                                                              $     (727,648)   $    219,211    $     (9,642,905)

Adjustments to Reconcile Net Income (Loss) to
 Net Cash Provided by (Used in) Operating Activities:
    Depreciation and amortization                                                      36,392         439,237           1,236,112
    Loss on abandonment of patents                                                    -                19,582              66,265
    Loss on abandonment of property and equipment                                     -                   174              32,004
    (Increase) Decrease in prepaid expenses                                            42,038           8,601             (40,289)
    Increase (Decrease) in accounts payable
       and accrued expenses                                                           235,574         (88,586)            347,553
    Increase in income taxes payable                                                  (19,035)         21,858               2,823
    Increase (Decrease) in deferred revenues                                            2,176        (312,500)              2,176
    Increase (Decrease) in deferred rental obligation                                  (4,804)         (2,013)             (3,350)
                                                                               ---------------   -------------   -----------------

 Net Cash Provided by (Used in) Operating Activities                                 (435,307)        305,564          (7,999,611)
                                                                               ---------------   -------------   -----------------

CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from note receivable                                                         -                -                    9,209
Cash redemptions of marketable securities                                             -                -                  320,605
Cash purchases of marketable securities                                               -                -                 (320,605)
Cash purchases of property, plant & equipment                                         -               (19,614)           (566,053)
Cash purchase of organization costs                                                   -                -                  (37,387)
Cash payments for patents and trademarks                                              (15,378)        (77,062)           (430,360)
Cash payments for security deposits                                                     3,824          -                   (4,837)
                                                                               ---------------   -------------   -----------------

 Net Cash Used in Investing Activities                                                (11,554)        (96,676)         (1,029,428)
                                                                               ---------------   -------------   -----------------

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of preferred stock                                             -                -                2,380,018
Repayments of Capital Lease Obligation                                                -               (12,676)            (41,067)
Proceeds from issuance of common stock
  and initial public offering                                                         -                                 6,494,616
Purchase of treasury stock                                                            -                -                   (1,700)
Proceeds from officer notes payable                                                    38,000          -                  640,000
Repayment of officer notes payable                                                    -                -                 (442,000)
Proceeds from other notes payable                                                     -                -                  450,000
Repayment of other notes payable                                                      -                -                 (450,000)
                                                                               ---------------   -------------   -----------------

 Net Cash Provided by (Used in) Financing Activities                                   38,000         (12,676)          9,029,867
                                                                               ---------------   -------------   -----------------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                 (408,861)        196,212                 828
Cash and Cash Equivalents - Beginning of Period                                       409,689         213,477                   -
                                                                               ---------------   -------------   -----------------
Cash and Cash Equivalents - End of Period                                      $          828    $    409,689    $            828
                                                                               ===============   ==============  =================

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid for:
  Income taxes                                                                 $          240    $        240   $           1,080
                                                                               ===============   ==============  =================
  Interest expense                                                             $        8,665    $     10,370   $          82,343
                                                                               ===============   ==============  =================
</TABLE>

                     See notes to the financial statements.




                                       24
<PAGE>


                                   MEDJET INC.
                          (A DEVELOPMENT STAGE COMPANY)
                        NOTES TO THE FINANCIAL STATEMENTS


SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NATURE OF ORGANIZATION

         Medjet Inc. (the "Company") is a development stage company incorporated
         in the  State of  Delaware  on  December  16,  1993.  The  Company  was
         organized  as a medical  device  company  with the goal of  developing,
         manufacturing  and selling new  cutting,  drilling,  layer  removal and
         shaping tools for a variety of surgical procedures. The core technology
         is based on small-diameter, liquid microjets moving at high speeds. The
         Company believes that such jets will bring new surgical  capability and
         performance to the clinic or operating  room. The initial  product area
         is devices for surgical use in ophthalmology.

         During the third quarter of 1996,  the Company  consummated  an initial
         public  offering  (the  "Offering")  in which it issued and sold to the
         public a total of 1,232,143  Units (the "Units"),  each Unit consisting
         of one share of common stock,  $.001 par value (the "Common Stock") and
         one Class A  Redeemable  Common  Stock  Purchase  Warrant (the "Class A
         Warrants")  to purchase  one share of Common Stock at a price of $10.00
         per share for a 24-month  period  commencing  on November 6, 1996.  The
         Units became  separable on that date and the common stock and the Class
         A Warrants began trading  separately on November 8, 1996. In July 1998,
         in  connection  with a private  placement  (described  in the following
         paragraph),  the Company  agreed to extend the  exercise  period of the
         Class A Warrants for an additional 12 months. As a result,  the Class A
         Warrants expired on November 6, 1999.

         In January  1998,  the  Company  commenced a private  placement  of its
         Series A 10% Cumulative  Convertible  Preferred  Stock,  $.01 par value
         (the "Series A Preferred"), at a price of $10 per share. At the closing
         for this private  placement,  which was held in April 1998, the Company
         sold and issued  110,000  shares of Series A Preferred for an aggregate
         price of $1,100,000.  In conjunction with this transaction,  a total of
         18,272  four-year  warrants,  each at an  exercise  price of $4.34  per
         share, was also issued to the placement agent. The net proceeds of this
         private placement were used to augment the Company's working capital.

         The private  placement,  which was  terminated  on July 31,  1998,  was
         carried out pursuant to available  exemptions from  registration  under
         Section 4(2) of the Securities Act of 1933 and rules  promulgated under
         that section.

         On  October  9,  1998,   the  110,000  shares  of  Series  A  Preferred
         outstanding  were converted into 182,724 shares of Common Stock. At the
         same  time,  a total of 12,154  shares of  Common  Stock was  issued in
         payment of the  cumulative  dividends  on the Series A  Preferred.  The
         dividend  was  computed  at 10% per  annum  and  totaled  approximately
         $51,534.

         In December  1999,  the Company  commenced a private  placement  of its
         Series B  Convertible  Preferred  Stock,  $.01 par value (the "Series B
         Preferred"),  at a price of $1.25 per share.  At the  closing  for this
         private placement, which was held on December 6, 1999, the Company sold
         and issued 16,000  shares of Series B Preferred for an aggregate  price
         of $2,000,000.  In addition, the investors received 1,600,000 five-year
         warrants (the "Series B Warrants"),  each at an exercise price of $3.50
         per  share.  The  Company  also  entered  into  an  investment  banking
         agreement  with  a  New  York  firm  affiliated  with  certain  of  the
         investors, and issued the firm 500,000 Series B Warrants.



                                       25
<PAGE>


                                   MEDJET INC.
                          (A DEVELOPMENT STAGE COMPANY)
                        NOTES TO THE FINANCIAL STATEMENTS


         The net  proceeds  of  this  private  placement  were to be used by the
         Company to continue development of the Company's microjet microkeratome
         for vision correction applications.

         The Series B Preferred is convertible into  approximately 100 shares of
         Common  Stock  for  each  share  of  Series  B  Preferred,  subject  to
         adjustment for any stock splits,  stock  dividends,  recapitalizations,
         reclassifications and similar events.

         This private placement was carried out pursuant to available exemptions
         from registration  under Section 4(2) of the Securities Act of 1933 and
         rules promulgated under that section.

         The original  investment  was made based,  in part, on the existence of
         the Company's  license  agreement with Nestle S.A. and its wholly owned
         subsidiary,  Alcon  Laboratories,  Inc.  ("Alcon").  Shortly  after the
         closing,  December 13, 1999,  the Company  received  notice from Nestle
         that they were  terminating the license  agreement.  No explanation was
         given.  In light of the  termination of the license  agreement,  and in
         order to  resolve  any  possible  legal  disputes  with  the  investors
         relating  to the  termination  of the  license  agreement,  the Company
         determined  that a return of a portion of the original  investment  was
         prudent.  In accordance  with an agreement  entered into on January 28,
         2000, the Company returned to the purchasers $700,000 of the $2,000,000
         aggregate  price  received  from the sale of the Series B Preferred  in
         exchange for a proportionate share of the Series B Preferred and Series
         B Warrants issued in the private placement.

         In August  2001,  the Company  entered  into an  agreement  and plan of
         merger and reorganization with VISX,  Incorporated ("VISX").  Under the
         terms of the agreement,  the Company received a one-time non-refundable
         payment of $500,000 upon  execution of the  agreement in  consideration
         for VISX's  right to elect  whether  or not to proceed  with the merger
         during the one-year  period  following the date of its execution.  That
         payment  was  amortized  to income  ratably  over the  one-year  option
         period.

         Under a  separate  agreement,  VISX  engaged  the  Company  to  perform
         research  and  development  functions  for  one  year.  This  agreement
         provided  for minimum  payments of $150,000 per month for the first six
         months and $100,000 for the second six months. VISX, at its discretion,
         could provide  funding in excess of the minimums.  Payments  under this
         agreement totaling $2,401,803 have been included in revenues.  VISX has
         also purchased capital equipment directly for the Company. VISX and the
         Company would jointly own all  intellectual  property and any resulting
         patents developed by either party during the period of the agreement.

         In connection  with the merger  agreement and research and  development
         agreement  the Company  agreed to a grant to VISX  warrants to purchase
         1,320,000  shares of the Company's Common Stock at an exercise price of
         $0.75 per share.

         In addition,  VISX  purchased  10,400 shares of the Company's  Series B
         Convertible  Preferred  Stock,  which  represents  all of the Company's
         outstanding shares of Preferred Stock, and warrants to purchase a total
         of 1,365,000 shares of the Company's Common Stock from a third party.



                                       26
<PAGE>

                                   MEDJET INC.
                          (A DEVELOPMENT STAGE COMPANY)
                        NOTES TO THE FINANCIAL STATEMENTS


         On August 27, 2002, the Company and VISX amended various  agreements in
         connection  with the proposed merger of Orion  Acquisition  Corporation
         ("Merger  Sub"), a wholly-owned  subsidiary of VISX,  with and into the
         Company, pursuant to an Agreement and Plan of Merger and Reorganization
         dated as of August 17, 2001 (the "Merger Agreement"). The Company, VISX
         and VISX, a Cayman Islands  corporation and wholly-owned  subsidiary of
         VISX  ("Affiliate")  entered into an amendment  and  assignment  of the
         one-year  research and  development  agreement  originally  executed in
         August 2001 pursuant to which VISX agreed to provide monthly funding to
         the Company in order to support the Company's  research and development
         work associated with the development of waterjet related technology and
         products,  including a waterjet  microkeratome.  The amendment extended
         the term of the research and development agreement by an additional two
         months,  to October 17, 2002, and granted VISX the option to extend the
         term for a subsequent  nine month  period,  to July 17, 2003  (although
         VISX was granted the right to  terminate  the  agreement  upon 15 days'
         notice  during this nine month period for any reason or no reason),  in
         order to allow the Company  additional  time to pursue the research and
         development  activities  set forth in the  agreement.  Pursuant  to the
         terms of the amended  research and development  agreement,  the Company
         continued  to  receive  minimum  monthly  payments  of  $100,000.   The
         amendment,  among  other  things,  also  permitted  VISX to assign  the
         agreement  to any of its  subsidiaries  without the  Company's  consent
         provided  that certain  conditions,  including the guarantee by VISX of
         the  full  payment  and  performance  by an  assignee  of  all  of  its
         obligations  under the agreement,  are met. Pursuant to this provision,
         VISX  assigned  the  research  and  development  agreement to Affiliate
         effective August 27, 2002.

         The Company,  VISX and Merger Sub also amended the Merger  Agreement to
         extend the  termination  date of the Merger  Agreement by an additional
         two months,  to October 17, 2002,  and to provide for an automatic nine
         month extension of the  termination  date of the Merger  Agreement,  to
         July 17, 2003,  if the term of the research and  development  agreement
         was similarly extended.  This amendment effectively extended the period
         of VISX's  option  to  terminate  the  Merger  Agreement  for any or no
         reason. In addition, the amendment reduced the termination fees payable
         by VISX to the Company under various  conditions  of  termination  from
         $500,000 to $250,000. The amendment, among other things, also permitted
         VISX to assign the Merger Agreement to any of its subsidiaries  without
         the Company's consent provided that certain  conditions,  including the
         guarantee by VISX of the full payment and performance by an assignee of
         all of its obligations  under the Merger  Agreement and the transfer of
         all Company securities held by VISX to the assignee, were met.

         Finally,  various ancillary agreements were also amended to permit VISX
         to assign the respective  agreements to any of its subsidiaries without
         the Company's  consent provided that the assignee was also the assignee
         of the  Merger  Agreement  and that VISX  guaranteed  the  payment  and
         obligations under such agreements of each assignee.

         On  October  16,  2002,  Affiliate  elected  to extend  the term of the
         research and development  agreement by the additional nine-month period
         to July 17, 2003  (although  Affiliate  continued  to have the right to
         terminate  the  agreement  upon 15 days  notice  during this nine month
         period for any reason or no reason). As a result of this extension, the
         Company continued to receive monthly payments of at least $100,000 from
         Affiliate  while this  agreement  was in effect.  As noted  above,  the
         election  effectively  extended to July 17, 2003 VISX's option to elect
         to merge  Merger  Sub with  the  Company  or to  terminate  the  Merger
         Agreement for any reason or no reason.



                                       27
<PAGE>

                                   MEDJET INC.
                          (A DEVELOPMENT STAGE COMPANY)
                        NOTES TO THE FINANCIAL STATEMENTS


         On November 8, 2002,  VISX  elected to terminate  the Merger  Agreement
         pursuant to the  provision  in the  agreement,  which  allowed  VISX to
         terminate the agreement for any or no reason prior to July 17, 2003. On
         November 11, 2002,  VISX paid the Company the $250,000  termination fee
         as provided in the Merger Agreement. In addition,  Affiliate elected to
         terminate the research and  development  agreement.  In connection with
         the  termination of these  agreements,  Timothy R. Maier,  VISX's Chief
         Financial  Officer,  resigned  as a member  of the  Company's  board of
         directors.

CASH AND CASH EQUIVALENTS

         For the  purpose of the  statements  of cash flows,  a cash  equivalent
         includes all highly  liquid  instruments  with  original  maturities of
         three months or less.





                                       28
<PAGE>


                                   MEDJET INC.
                          (A DEVELOPMENT STAGE COMPANY)
                        NOTES TO THE FINANCIAL STATEMENTS


PROPERTY AND EQUIPMENT

         Equipment and leasehold improvements are recorded at cost. Depreciation
         is  computed  using  primarily   accelerated  methods  based  upon  the
         estimated useful lives of the assets, which range from 5 to 7 years for
         equipment  and  39  years  for  leasehold  improvements.   Repairs  and
         maintenance,  which do not  extend  the  useful  lives  of the  related
         assets, are expensed as incurred.

AMORTIZATION

         Patents are being amortized over twenty years on a straight-line basis.
         These  costs  will  be  expensed  if  and  when  it is  concluded  that
         non-approval  or  no  future  economic  benefits  are  probable.  Total
         amortization for the years ended December 31, 2003 and 2002 was $11,873
         and $10,386 respectively.

         The deferred charge in connection with the issuance to VISX of warrants
         to  purchase  an  aggregate  of  1,320,000  shares of common  stock was
         amortized  ratably  over  the  one-year  period  corresponding  to  the
         original one-year term of the research and development agreement.

REVENUE RECOGNITION

         The Company had no revenue in 2003.  The  Company's  revenues  for 2002
         were generated  primarily from the research and  development  agreement
         with VISX.  This revenue was recognized as the research and development
         costs were incurred.

RESEARCH AND DEVELOPMENT

         Research  and  Development  costs  related to both  future and  present
         products  are  charged  to   operations   as  incurred.   Research  and
         Development costs approximated $107,559 and $1,180,000in 2003 and 2002,
         respectively.

ADVERTISING COSTS

         Advertising   costs  are  charged  to  operations  when  incurred.   No
         advertising  expense was incurred  during 2003, and $1,750 was incurred
         for the year ending December 31, 2002.





                                       29
<PAGE>


                                   MEDJET INC.
                          (A DEVELOPMENT STAGE COMPANY)
                        NOTES TO THE FINANCIAL STATEMENTS


EARNINGS (LOSS) PER SHARE

         Earnings  (loss)  per  share,  in  accordance  with the  provisions  of
         Financial  Accounting  Standards  No.  128,  "Earnings  Per  Share," is
         computed by dividing net income (loss) by the weighted  average  number
         of shares of Common Stock outstanding  during the period.  Common Stock
         equivalents  have not been included in this  computation for 2003, 2002
         and for the period  December 16, 1993  (inception) to December 31, 2003
         as the effect would be anti-dilutive.

PATENTS AND TRADEMARKS

         Patents and trademarks at cost, less accumulated amortization, consists
of the following at December 31, 2003:

                         Trademarks                                    $  1,540
                         Patents                                        359,117
                                                                       --------
                                  Total                                 360,657
                         Less accumulated amortization                   69,332
                                                                       --------
                                  Total                                $291,325
                                                                       ========

         Amortization  expense  charged to operations was $11,873 and $10,386 in
         2003 and 2002, respectively. In connection with management's evaluation
         of the future  economic life of patents,  $0 and $16,144 of unamortized
         patent cost was charged to operations in 2003 and 2002, respectively.

INCOME TAXES

         In accordance with the provisions of Financial Accounting Standards No.
         109,  "Accounting for Income Taxes,"  deferred taxes are recognized for
         operating  losses that are available to offset future  taxable  income.
         Valuation  allowances are established when necessary to reduce deferred
         tax assets to the amount expected to be realized.  The Company incurred
         net  operating  losses  for   financial-reporting   and   tax-reporting
         purposes.  Accordingly,  the benefit for federal  income taxes has been
         offset entirely by a valuation  allowance  against the related deferred
         tax asset for the year ended December 31, 2003.

USE OF ESTIMATES

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

CONCENTRATIONS OF BUSINESS AND CREDIT RISK

         The Company maintains cash balances in several financial  institutions.
         Accounts  at each  institution,  are  insured  by the  Federal  Deposit
         Insurance  Corporation up to $100,000,  of which the Company's accounts
         may, at times, exceed the federally insured limits.



                                       30
<PAGE>


                                   MEDJET INC.
                          (A DEVELOPMENT STAGE COMPANY)
                        NOTES TO THE FINANCIAL STATEMENTS


         The Company received 100% of its revenue from one customer in 2002.

DEVELOPMENT STAGE OPERATIONS

         The Company was formed  December 16, 1993.  Operations  since then have
         consisted   primarily  of  raising  capital,   locating  and  acquiring
         equipment,  obtaining qualified staff, installing and testing equipment
         and experimenting,  testing and developing the procedures  necessary to
         produce  positive  results  and  to lay  the  foundation  for  specific
         development for manufacturing and various regulatory approvals.

NOTES PAYABLE - OFFICER

         Notes payable - officer represents an unsecured loan from an officer of
         the Company with  interest at prime + (prime X 6.7%),  currently  4.27%
         per annum, due the earliest  occurrence of January 26, 2009 or payments
         upon agreement.  Interest issued to the officer  amounted to $6,974 and
         $8,149 during 2003 and 2002, respectively.  During 2003, due to lack of
         funding,  the  interest  paid on this loan was  $3,648  and  $3,326 was
         accrued.

STOCKHOLDERS' EQUITY

STOCK OPTION PLAN

         On October 31,  1994,  the Company  adopted its 1994 Stock  Option Plan
         (the "Plan").  The Plan  provides that certain  options to purchase the
         Company's  common stock granted  thereunder  are intended to qualify as
         "incentive  stock  options"  within the meaning of Section  422A of the
         United  States  Internal  Revenue  Code of  1986,  while  non-qualified
         options  may also be  granted  under the  Plan.  The  initial  plan and
         subsequent amendments provide for authorization of up to 700,000 shares
         at December 31, 2002 and 2001, respectively. The option price per share
         of  stock   purchasable  under  an  Incentive  Stock  Option  shall  be
         determined  at the time of grant but shall not be less than 100% of the
         Fair Market  Value of the stock on such date,  or, in the case of a 10%
         Stockholder,  the option  price per share shall be no less than 110% of
         the Fair  Market  Value of the  stock  on the date an  Incentive  Stock
         Option is granted to such 10% Stockholder.




                                       31
<PAGE>


                                   MEDJET INC.
                          (A DEVELOPMENT STAGE COMPANY)
                        NOTES TO THE FINANCIAL STATEMENTS

<TABLE>
<CAPTION>

                                                                        Qualified and Non-Qualified Shares
                                                                         UNDER OPTION AS OF DECEMBER 31,
<S>                                                                 <C>                      <C>
                                                                        2003                     2002
                                                                        ----                     ----
         Outstanding, beginning of year                                541,874                  498,996
         Granted during the year                                             -                  213,800
         Canceled during the year                                     (125,374)                (170,922)
         Exercised during the year                                           -                        -
                                                                    -------------            -------------
         Outstanding, end of year                                      416,500                  541,874
                                                                    -------------            -------------
         Eligible, end of year, for exercise                           381,389                  457,318
                                                                    -------------            -------------
         Range of exercise price per share                          $.15 to $1.53            $.15 to $7.15
                                                                    =============            =============

</TABLE>

     On December 31, 2003 and 2002,  the average  exercise  price and  remaining
     contractual  life were $0.86 and $0.80 per share, and 6 years 10 months and
     7 years 9 months, respectively.

     At December  31,  2003 and 2002,  there were  230,077  and 104,703  shares,
     respectively, reserved for future grants.

WARRANTS

     The Company has issued common stock  purchase  warrants  separately  and in
     conjunction  with  the  Offering,  both  of  the  preferred  stock  private
     placements and the VISX agreement (see "Nature of  Organization"),  as well
     as to consultants and to lenders, as follows:

     As of December 31, 2003:

                              Exercise       Exercise Term
     Date of                  Price Per  --------------------
     GRANT      NO. OF SHARES  SHARE      START   EXPIRATION  VESTING RIGHTS
     ---------- ------------- ---------  -------- ----------  --------------
       7/15/99     50,000       1.00     7/15/99   7/15/04    100% on 7/15/99
      11/12/99      7,500       3.50    11/12/99  11/12/04    100% on 11/12/99
      12/03/99  1,365,000       3.50     2/1/00   12/03/04    100% after 1/31/00
       8/17/01  1,320,000       0.75     8/17/01   8/17/04    100% on 8/17/01
                ---------
                2,742,500   Outstanding at December 31, 2003

     As of December 31, 2002:


                              Exercise       Exercise Term
     Date of                  Price Per --------------------
     GRANT      NO. OF SHARES  SHARE      START   EXPIRATION  VESTING RIGHTS
     ---------- ------------- --------- --------- ----------  --------------
       7/15/99     50,000       1.00     7/15/99   7/15/04    100% on 7/15/99
      11/12/99      7,500       3.50    11/12/99  11/12/04    100% on 11/12/99
      12/03/99  1,365,000       3.50      2/1/00  12/03/04    100% after 1/31/00
       8/17/01  1,320,000       0.75     8/17/01   8/17/04    100% on 8/17/01
                ---------
                2,742,500   Outstanding at December 31, 2002



                                       32
<PAGE>

                                   MEDJET INC.
                          (A DEVELOPMENT STAGE COMPANY)
                        NOTES TO THE FINANCIAL STATEMENTS


         There were no warrants  exercised during 2003 and 2002. At December 31,
         2003 and 2002,  there were 2,742,500  shares,  each year,  eligible for
         exercise at prices ranging from $.75 to $4.34 per share.

PRO FORMA INFORMATION

         In  1996,  the  Company  adopted  the  disclosure  only  provisions  of
         Statement of Financial Accounting Standards (SFAS) No. 123, "Accounting
         for Stock Based Compensation." Accordingly, no compensation expense has
         been recognized for stock options issued. Had compensation  expense for
         the options which vested in 2003 and 2002 been determined  based on the
         fair value at the grant date  commensurate  with the provisions of SFAS
         No. 123,  the  Company's  net income  (loss) and net income  (loss) per
         share for 2003 and 2002, respectively,  would have been reflected as to
         the pro forma amounts indicated below:

                                                     2003                  2002
                                                     ----                  ----
             Net income (loss):
                    As reported                   (727,648)             $219,211
                    Pro forma                     (746,234)             $130,796
             Basic income (loss) per share:
                     As reported                    $(0.19)                $0.06
                     Pro forma                      $(0.19)                $0.03

         The fair value of each option  grant is  estimated on the date of grant
         using the  Black-Scholes  pricing  model  with the  following  weighted
         average assumptions for grants in 2002,: dividend yield of 0%; expected
         volatility of 190%; risk-free interest rate of 3.2%; and expected lives
         of 2 years 6 months.

RETIREMENT PLAN

         The Company sponsors a qualified 401(k) plan covering substantially all
         full time employees under which eligible  employees can defer a portion
         of their annual  compensation.  The Company currently makes no matching
         contribution to the plan.

INCOME TAXES

         The income tax (benefit) provision is comprised of the following:

                                                 YEAR ENDED DECEMBER 31,
                                              2003                     2002
                                              ----                     ----
             State current provision        $    -                    $22,098
             State deferred provision        ($610)                 ($79,337)
                                             ------                 ---------
                                             ($610)                 ($57,239)
                                             ======                 =========

         In 1998, the State of New Jersey enacted legislation  allowing emerging
         technology  and/or  biotechnology  companies  to sell their  unused New
         Jersey Net Operating Loss Carryover ("NOL  Carryover") and Research and
         Development Tax Credits ("R&D  Credits") to corporate  taxpayers in New
         Jersey.  During 1999, the Company entered into an agreement under which
         it  retained  a third  party  broker  to  identify  a buyer for its NOL
         Carryover  and R&D Credits.  Proceeds  from sales of the  Company's NOL
         Carryover  and  R&D  Credits  were  received  in  2002  ($79,337).  The
         Company's  total  deferred  tax  asset  (related  entirely  to the  NOL
         Carryover and R&D Credits) and valuation allowance are as follows:



                                       33
<PAGE>

                                   MEDJET INC.
                          (A DEVELOPMENT STAGE COMPANY)
                        NOTES TO THE FINANCIAL STATEMENTS


                                                            DECEMBER 31,
                                                         2003          2002
                                                         ----          ----
              Total deferred tax asset, noncurrent     2,576,861    $ 2,329,472
              Less valuation allowance                (2,576,861)   $(2,329,472)
              Net deferred tax asset, noncurrent            -             -
                                                     $              $
                                                      ===========   ============

         The total  change in the  valuation  allowance  amounted  to  $247,389
         and $111,028 for the years ended December 31, 2003 and 2002,
         respectively.

         The differences between income tax benefits in the financial statements
         and the tax benefit computed at the U.S. Federal  statutory rate of 34%
         are as follows:

                                                   YEAR ENDED DECEMBER 31,
                                               2003                     2002
                                               ----                     ----
             Federal Income Tax (Benefit)     (34)%                     (34)%
             State Taxes (Benefits)           (35)%                     (35)%
             Valuation allowance               34%                       34%
                                               ---                       ---
             Effective tax rate               (35)%                     (35)%
                                              =====                     =====

         At  December  31,  2003,   the  Company  has  available   approximately
         $7,579,000  of net  operating  losses to carry forward and which may be
         used to reduce future federal taxable income through December 31, 2023.

         At  December  31,  2003,  the  Company  has  approximately  $728,000 of
         available net operating losses to carry forward to reduce state taxable
         income through December 31, 2010.

COMMITMENTS AND CONTINGENCIES

The Company leases  approximately  4,982 square feet of research and development
and  office  space in Edison,  New Jersey  pursuant  to a lease,  which  expires
December 31, 2004. In November 2001,  the Company  entered into a one-year lease
to  lease  an  additional  1,434  square  feet of the  office  space at the same
location. In November 2002, the lease expired and the space is no longer rented.

The  following  is a schedule by years of future  minimum  lease  payments as of
December  31,  2003  under  operating  leases  that have  initial  or  remaining
non-cancelable lease terms in excess of one year:

                    Year Ended December 31, 2004                $ 83,448
                                                                --------
                    Total Minimum Lease Payments Required        $83,448
                                                                 =======

         Rent expense under the operating leases totaled $73,071 and $99,229 for
         the years ended December 31, 2003 and 2002, respectively.

         Beginning  in 2000,  the lease for the building and office space has an
         annual  escalation  factor.  The above rental  commitments  reflect the
         periods  during  which  the  actual  obligations  arise  (per the lease
         agreement).   Rental   expense  has  been  charged  to   operations  on
         straight-line  basis.  The  associated  deferred  rental  obligation is
         presented  in the balance  sheet as a long-term  liability of $5,249 at
         December 31, 2003.



                                       34
<PAGE>

                                   MEDJET INC.
                          (A DEVELOPMENT STAGE COMPANY)
                        NOTES TO THE FINANCIAL STATEMENTS


         A default  judgment  for  possession  of the  leased  office  space was
         entered in favor of the lessor on January 7, 2004.

FAIR VALUE OF FINANCIAL INSTRUMENTS

  Cash, accounts payable and accrued expenses

         The carrying amount  approximates  fair value because of the short-term
maturity of these instruments.

LIMITATIONS

         Fair value  estimates  are made at a specific  point in time,  based on
         relevant  information and information  about the financial  instrument.
         These estimates are subjective in nature and involve  uncertainties and
         matters of significant judgment and therefore cannot be determined with
         precision.  Changes in  assumptions  could  significantly  affect these
         estimates.

EMPLOYMENT AGREEMENT

         In 1999, the Company and its Chairman of the Board and Chief  Executive
         Officer  (the  "Executive")   entered  into  a  three-year   employment
         agreement,  which was subsequently  amended in March 2002 to extend the
         term of the agreement  through March 15, 2003.  The agreement  provides
         for base  compensation  of $170,000  per year,  bonuses  aggregating  a
         maximum of $60,000 per year based upon the attainment of certain goals,
         and other additional  compensation as may be determined by the Board of
         Directors  (without the  participation  of the  Executive)  in its sole
         discretion.  The Board of Directors  (without the  participation of the
         Executive) may increase such base  compensation in its sole discretion.
         Under the  original  agreement,  the  Company  issued to the  Executive
         options to purchase  150,000  shares of common  stock,  pursuant to the
         Company's  Stock Option Plan, at an exercise  price of $0.89 per share,
         which was the fair  market  value per share of the common  stock on the
         date of grant.  The options vested ratably over the initial  three-year
         term of the agreement.  In addition, in consideration for extending the
         term of the agreement, the Executive was to be paid an inducement bonus
         of $60,000,  payable no later than ten days after the  proposed  merger
         with VISX was either completed or terminated. VISX had initially agreed
         to pay this inducement bonus to the Executive,  but failed to make this
         payment.  In lieu of the  inducement  bonus,  the Company issued to the
         Executive  options to purchase  32,000 shares of the  Company's  common
         stock at an  exercise  price of $0.15 per  share.  The  agreement  also
         provides  for  payment of up to one year's  total  compensation  if the
         Executive's  employment  with the Company is terminated  for any reason
         other  than for  cause,  death or  disability.  No bonus  was ever paid
         except for the year 2000.

         The  Executive  has accrued  salary at a rate of $75,000 per year since
         September 1, 2003, and will continue to work on salary accrual.

         Cash restraints have kept the Company and the Executive from completing
         negotiations on a new contract. Currently, the Executive is working for
         the Company on an accrual of salary  that will be paid when  funding is
         available.



                                       35
<PAGE>


                                   MEDJET INC.
                          (A DEVELOPMENT STAGE COMPANY)
                        NOTES TO THE FINANCIAL STATEMENTS


LITIGATION

NJIT Litigation

         The New Jersey  Institute of Technology  ("NJIT") filed a claim against
         the Company on March 27, 1998 (the "1998 Action") in the U.S.  District
         Court for the District of New Jersey for, among other things, declatory
         judgments  regarding the ownership,  enforceability and infringement of
         the Company's U.S.  Patent  5,556,406 as well as claims for unspecified
         compensatory damages,  treble damages and attorney's fees for breach of
         fiduciary  duty,  breach  of  contract,  breach  of  license,  tortious
         interference,  conspiracy,  conversion of  intellectual  property,  and
         unjust  enrichment.  The District  Court  dismissed the 1998 Action for
         lack of subject matter jurisdiction. On April 15, 1999, NJIT reasserted
         the claims dismissed in the 1998 Action against the Company in the U.S.
         District Court for the District of New Jersey (the "1999 Action").  The
         District  Court  dismiss  these  claims on the grounds that they should
         have been  brought in the 1998 Action.  However,  the  Appellate  Court
         reversed  the  District   Court   decision  and  the  1999  Action  was
         reinstated.  The  Company  asserted  counterclaims  in the 1999  Action
         against   NJIT  for  trade   libel/slander   of  title   and   tortuous
         interference.  After an unsuccessful attempt at mediation,  on or about
         January 16, 2004,  the Company  moved for summary  judgment  dismissing
         NJIT's  claims.  Subsequently,  on or  about  January  27,  2004,  NJIT
         cross-moved to strike the Company's  affirmative defense of the statute
         of limitations. A ruling is scheduled in the 1999 Action for May 2004.

TURDIU LITIGATION

         A former  employee of the Company  filed a claim against the Company on
         or  about  April  30,  2003 in New  Jersey  State  Superior  Court  for
         violations  of the New Jersey Law  Against  Discrimination  and the New
         Jersey   Conscientious   Employee  Protection  Act,  and  a  claim  for
         intentional   infliction  of  emotional  distress.  The  litigation  is
         currently in the  discovery  phase.  Although  the parties'  attempt at
         mediation has proven unsuccessful,  the parties are engaged in on-going
         settlement  discussions  and while it remains  premature to predict the
         outcome  of  this   litigation,   the  Company  believes  that  it  has
         meritorious defenses.

BCE ASSOCIATES

         BCE Associates,  L.P.  ("BCE"),  lessor to the Company's  leased office
         space located in Edison, New Jersey (the "Property"),  filed a claim on
         November 19, 2003 in New Jersey State Civil Court to demand  possession
         of the Property for the Company's failure to pay rental payments to BCE
         regarding the lease of the Property.  A default judgment for possession
         of the Property was entered in favor of BCE on January 7, 2004.




                                       36
<PAGE>




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

         None.

ITEM 8A. CONTROLS AND PROCEDURES.

Under the supervision and with the  participation  of the Company's  management,
including  its  Chief   Executive   Officer,   the  Company  has  evaluated  the
effectiveness of the design and operation of the Company's  disclosure  controls
and procedures  within 90 days of the filing date of this report,  and, based on
his evaluation,  the Company's Chief Executive  Officer has concluded that these
controls and procedures are effective.  There were no significant changes in the
Company's internal controls or in other factors that could significantly  affect
these controls subsequent to the date of their evaluation.

Disclosure  controls  and  procedures  are  the  Company's  controls  and  other
procedures that are designed to ensure that information required to be disclosed
by the  Company in the  reports  that the  Company  files or  submits  under the
Securities Exchange Act of 1934 is recorded, processed, summarized and reported,
within the time periods  specified in the Securities  and Exchange  Commission's
rules and forms. Disclosure controls and procedures include, without limitation,
controls  and  procedures  designed  to ensure that  information  required to be
disclosed  by the Company in the reports that it files under the Exchange Act is
accumulated and  communicated to the Company's  management,  including its Chief
Executive Officer,  as appropriate to allow timely decisions  regarding required
disclosure.

PART III

ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

The directors and executive  officers of the Company as of March 14, 2004 are as
follows:

o    Eugene I. Gordon, Ph.D., age 73, is the founder and Chief Executive Officer
     of the Company and has been a Director  and Chairman of the Board since the



                                       37
<PAGE>

     Company's  inception  in December  1993.  Dr.  Gordon is an inventor of the
     Company's   hydro-epithelial   keratoplasty   ("HEK"),    hydro-therapeutic
     keratoplasty  ("HTK") and  hydro-refractive  keratoplasty  ("HRK") keratome
     technology.  From 1987 to 1988,  Dr. Gordon served as Senior Vice President
     and Director of the Research Laboratories for Hughes Aircraft Co. He joined
     ATT Bell  Laboratories in 1957 and retired in 1983 as Laboratory  Director.
     Dr.  Gordon  has  served  as an  adjunct  professor  in the  department  of
     Ophthalmology  at the  University  of Medicine and  Dentistry of New Jersey
     since  1994,  and was a  professor  in the  Department  of  Electrical  and
     Computer Engineering at the New Jersey Institute of Technology from 1990 to
     1994.

o    Edward E.  David,  Jr,  Sc.D.,  age 79, has been a director  of the Company
     since June 1998. Dr. David has been a business  consultant  specializing in
     research,  technology and innovation  management and development since 1986
     and is President of Edward E. David,  Inc. and Principal and Vice President
     of The Washington  Advisory Group,  LLC, a consulting and advisory  service
     for  industry,  academia,  and  governments.  From 1977 to 1986,  Dr. David
     served as President of Exxon  Research and  Engineering,  where he directed
     research, development,  engineering and technical services activities. From
     1970 to 1973,  Dr. David served as the Science  Advisor to the President of
     the United  States and as the Director of the White House Office of Science
     and Technology. Dr. David currently serves on the boards of Protein Polymer
     Technologies Inc. and Spacehab, Inc., each of which is publicly-traded.

o    William C. Hittinger, age 81, has been a director of the Company since July
     1999. Mr.  Hittinger has been a business  consultant since retiring in 1986
     as an  Executive  Vice  President  of RCA  Corporation.  While at RCA,  Mr.
     Hittinger's   responsibilities  included  corporate  technology,   patents,
     licensing,  international business and marketing development, and corporate
     technology  planning.  Prior to  joining  RCA in 1970,  Mr.  Hittinger  was
     President of General  Instrument Corp. Mr. Hittinger has previously  served
     as  a  director  of  UNC  Inc.,  Biotechnic   International  Inc.,  Stabler
     Companies,  Bethlehem  Steel  Corp.,  Thomas and Betts Corp.  and The Allen
     Bradley  Company.  He has also  served as Chairman of the Board of Trustees
     and Interim  President of Lehigh  University.  Mr. Hittinger is a Fellow of
     the  Institute of Electrical  and  Electronics  Engineers,  a Fellow of the
     Royal Society of Arts, and a member of the National Academy of Engineering.
     Mr.  Hittinger  was  a  member  of  President  Reagan's  National  Security
     Telecommunications Advisory Committee from 1982 to 1986 and a member of the
     U.S. - Brazil Presidential Committee on Science and Technology in 1987.

o    Ronald B.  Odrich,  DDS,  age 72, has been a director of the Company  since
     July 1999. Dr. Odrich has, since 1963, been engaged in the private practice
     of dentistry,  with a  specialization  in  periodontology.  Since 1997, Dr.
     Odrich has been a director of Park  Avenue  Periodontal  Associates,  P.C.,
     located in New York City. Dr. Odrich has had several teaching  appointments
     and has, since 1992, served as a guest lecturer and associate  professor in
     the Division of Periodontics,  School of Dental and Oral Surgery,  Columbia
     University.  In addition to being a Diplomate  of the  American  Academy of
     Periodontology,  Dr. Odrich is a member of the Academy of Osseointegration,
     the American Academy of Implantology and the American Dental Association.

o    Elias Snitzer, Ph.D., age 79, has been a director of the Company since July
     1999. Dr. Snitzer has, since 1989, been affiliated with Rutgers  University
     as a  Professor  of  Ceramic  Science  and  Engineering  and  currently  as
     Professor  Emeritus in the  Department of Ceramics and  Materials  Science.
     Since 1995, Dr. Snitzer has been President of Photo Refractive Enterprises,
     Inc., a  privately-held  optical fiber  waveguide  equipment  developer and
     marketer. Prior to that, Dr. Snitzer has held various senior industrial and
     research  positions  at Polaroid,  United  Technologies,  American  Optical
     Corporation  and Honeywell.  His honors and awards include the George Money



                                       38
<PAGE>

     Award of the American Ceramic Society,  IEEE Quantum Electronics Award, the
     Charles  Townes  Award of OSA,  the John  Tyndall  Award  of  OSA/IEEE  and
     election to the National Academy of Engineering.

o    Teresa  Mathias,  age  36,  served  as  Vice  President-Finance  and  Human
     Resources  of the Company  from  January  2003 to December  19,  2003.  Ms.
     Mathias served as Assistant  Controller of Saturn Reservation  System, Inc.
     from  January  2000 to  December  2002.  Ms.  Mathias  also served as Human
     Resource  Administrator,  Executive  Assistant,  and Accounting  Manager at
     Saturn Reservation  System,  Inc. during that time. Ms. Mathias is a Notary
     Public for the State of New Jersey.  Ms.  Mathias  received a Bachelors  of
     Science Degree in Photography from Central Missouri State University.

There  are no  family  relationships  among any of the  Company's  directors  or
officers.  There are no other  arrangements  between  any  director or any other
person pursuant to which the director was selected.

The Company does not have a separately-designated  standing audit committee or a
committee  performing  similar  functions.  The  Company's  Board  of  Directors
performs the  functions  of an audit  committee.  Currently,  no director of the
Board of  Directors  is deemed to be a  financial  expert due to the size of the
company and its revenues.

SECTION 16 (A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section  16(a) of the  Securities  Exchange Act of 1934  requires the  Company's
directors,  executive officers and persons who beneficially own more than 10% of
the Company's common stock to file reports of ownership and changes in ownership
with the SEC and to furnish the Company  with  copies of all such  reports  they
file.  Based on the Company's review of the copies of such forms received by it,
or written  representations from certain reporting persons, the Company believes
that all such reports were filed timely. [WERE THERE ANY LATE SECTION 16 FILINGS
IN 2003?]

CODE OF ETHICS

Currently,  the Company does not have a code of business  conduct and ethics for
its senior  management.  The main focus of the Company and its senior management
in the past year has been to obtain firm commitments for financing and therefore
the  senior  management  has not had the  time or  resources  to adopt a code of
ethics.  However,  once the Company obtains  additional  financing,  the Company
intends to promptly  adopt a code of business  conduct and ethics for its senior
management.


ITEM 10. EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following table sets forth information  concerning  compensation paid to the
Company's  Chairman  of the  Board  and  Chief  Executive  Officer  (the  "Named
Executive  Officer"),  with respect to the years ended December 31, 2003,  2002,
2001,  and 2000.  There were no other  executive  officers of the Company  whose
salary and bonus compensation exceeded $100,000 during the last fiscal year.




                                       39
<PAGE>

                           SUMMARY COMPENSATION TABLE

                              ANNUAL COMPENSATION

                                                        LONG TERM
                                                        COMPENSATION
                                                        AWARDS
                                                        SECURITIES    ALL OTHER
                                                        UNDERLYING  COMPENSATION
NAME AND PRINCIPAL POSITION   YEAR SALARY ($) BONUS ($) OPTIONS/(#)    ($)(1)
---------------------------   ---- ---------- --------- -----------    ------
Eugene I. Gordon, Ph.D.
  Chairman of the Board and   2003    75,000      -          -              -
  Chief Executive Officer     2002   165,873      -        32,000       1,174
                              2001   171,963      -          -          1,174
                              2000   170,000    20,000       -          1,174

-------------
(1) Represents premiums paid for life insurance polices.


STOCK OPTION GRANTS

No  options  were  granted in 2003.  The  following  table  sets  forth  certain
information  relating to options granted to the Named  Executive  Officer during
2002.



                        NUMBER OF SECURITIES   PERCENT    EXERCISE    EXPIRATION
                        UNDERLYING OPTIONS     OF TOTAL   PRICE       DATE
                        GRANTED                OPTIONS    PER SHARE
                                               GRANTED TO
                                               EMPLOYEES
                                               IN 2002
----                         ---------         ------     ----------  ----------

Eugene I. Gordon, Ph.D.       32,000            100%        $0.15      10/01/12

YEAR-END OPTION VALUES

The following table sets forth  information  regarding  options held at December
31, 2002 by the Named Executive Officer.
<TABLE>
<CAPTION>

                 AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
                        AND FISCAL YEAR-END OPTION VALUES

<S>                        <C>           <C>            <C>                           <C>
                              SHARES                       NUMBER OF SECURITIES          VALUE OF UNEXERCISED
                             ACQUIRED                     UNDERLYING UNEXERCISED         IN-THE-MONEY OPTIONS
                                ON          VALUE          OPTIONS AT FY-END (#)             AT FY-END ($)
                                                           ---------------------             -------------
           NAME            EXERCISE(#)   REALIZED($)    EXERCISABLE   UNEXERCISABLE   EXERCISABLE  UNEXERCISABLE
           ----            -----------   -----------    -----------   -------------   -----------  -------------
Eugene I. Gordon, Ph.D.         -             -          211,166       13,334               -             -

</TABLE>


                                       40
<PAGE>

COMPENSATION OF DIRECTORS

Directors  who are officers or employees  of the Company  receive no  additional
cash  compensation  for  service  as members  of the Board of  Directors  or any
committee  of the Board.  Each  director  who is not an  employee of the Company
generally  receives an annual grant of  non-qualified  stock options to purchase
10,000 shares of common stock. Each option is granted at an exercise price equal
to the fair market value per share of common stock on the date of grant, expires
ten years from the date of grant,  and vests  upon the  earlier of one year from
the date of grant or the day immediately preceding the subsequent annual meeting
of stockholders, provided that the director has served on the Board of Directors
through that date.  Non-employee directors are also reimbursed for out-of-pocket
expenses  incurred in connection  with  attendance of meetings of the Board.  In
2000, Drs. David,  Odrich and Snitzer and Mr. Hittinger each received options to
purchase  10,000 shares of common stock at an exercise price of $0.74 per share.
In 2001, Drs. David,  Odrich and Snitzer and Mr. Hittinger each received options
to purchase  10,000  shares of common stock with an exercise  price of $0.25 per
share. In 2002, Drs. David,  Odrich and Snitzer and Mr.  Hittinger each received
options to purchase  10,000  shares of common  stock with an  exercise  price of
$0.94 per share. No options were granted to the Board of Directors in 2003.



EMPLOYMENT AGREEMENTS

In March 1999,  the Company and Eugene I. Gordon,  its Chairman of the Board and
Chief Executive Officer,  entered into a three-year employment agreement,  which
was  subsequently  amended  in March  2002 to extend  the term of the  agreement
through March 15, 2003. The agreement provides for base compensation of $170,000
per year,  bonuses  aggregating  a maximum  of  $60,000  per year based upon the
attainment  of  certain  goals,  and  other  additional  compensation  as may be
determined by the Board of Directors  (without the  participation of Dr. Gordon)
in its sole discretion. The Board of Directors (without the participation of Dr.
Gordon) may increase such base  compensation in its sole  discretion.  Under the
original agreement, the Company issued to Dr. Gordon options to purchase 150,000
shares of common  stock,  pursuant to the  Company's  Stock Option  Plan,  at an
exercise price of $0.89 per share,  which was the fair market value per share of
the common  stock on the date of grant.  The  options  vested  ratably  over the
initial  three-year term of the agreement.  In addition,  in  consideration  for
extending  the term of the  agreement,  Dr.  Gordon was to be paid an inducement
bonus of $60,000,  payable no later than ten days after the proposed merger with
VISX was either  completed or terminated.  VISX had initially agreed to pay this
inducement bonus to Dr. Gordon, but failed to make this payment.  In lieu of the
inducement  bonus,  the Company issued to Dr. Gordon options to purchase  32,000
shares of the  Company's  common stock at an exercise  price of $0.15 per share.
The agreement  also provides for payment of up to one year's total  compensation
if Dr.  Gordon's  employment with the Company is terminated for any reason other
than for cause, death or disability.  No bonus was ever paid except for the year
2000.

The Executive has accrued  salary at a rate of $75,000 per year since  September
1, 2003, and will continue to work on salary accrual.  Cash restraints have kept
the Company and the Executive  from  completing  negotiations  on a new contrat.
Currently, the Executive is working for the Company on an accrual of salary that
will be paid when funding is available.



                                       41
<PAGE>

ITEM 11.

SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS

The following  table sets forth  certain  information  regarding the  beneficial
ownership of the Company's  common stock as of April 8, 2004, by (i) each person
known by the Company to own beneficially  more than 5% of the common stock, (ii)
each of the Company's  directors,  (iii) the Company's Chairman of the Board and
Chief Executive Officer,  and (iv) all of the Company's  directors and executive
officers as a group.  Except as indicated in the  footnotes to this table,  each
beneficial  owner named in the table has sole voting and  investment  power with
respect to the shares set forth opposite the beneficial owner's name.
<TABLE>
<CAPTION>

<S>                                                        <C>                            <C>
                                                                                          PERCENT OF
NAME AND ADDRESS OF BENEFICIAL OWNER                       SHARES BENEFICIALLY OWNED        CLASS
------------------------------------                       -------------------------      ----------
VISX, Incorporated                                               3,725,000 (1)              48.8%
   3400 Central Expressway
   Santa Clara, CA 95051
Eugene I. Gordon                                                 1,857,953                  44.6%
   1535 Coles Avenue
   Mountainside, NJ 07092
Edward E. David, Jr.                                                58,333 (2)               1.5%
William C. Hittinger                                                38,333 (3)                 *
Ronald B. Odrich                                                    66,333 (4)               1.6%
Elias Snitzer                                                       49,333 (4)               1.2%
All directors and executive officers as a group (6 persons)      2,031,285                  46.9%
--------------------
</TABLE>

        Less than 1% of the common stock.

(1)      Consists of 1,040,000  shares of common stock issuable upon  conversion
         of 10,400 shares of the Company's Series B Convertible  Preferred Stock
         and 2,685,000  shares  issuable upon exercise of currently  exercisable
         warrants.

(2)      Includes 48,333 shares issuable upon exercise of currently  exercisable
         options.

(3)      Consists  of  shares   issuable  upon  exercise  of  currently
         exercisable options.

(4)      Includes 38,333 shares issuable upon exercise of currently  exercisable
         options.




                                       42
<PAGE>


EQUITY COMPENSATION PLAN INFORMATION

The following table  summarizes share and exercise price  information  about the
Company's equity compensation plans as of December 31, 2003.
<TABLE>
<CAPTION>
                                                                                              NUMBER OF SECURITIES
                                                                                             REMAINING AVAILABLE FOR
                                          NUMBER OF SECURITIES                                FUTURE ISSUANCE UNDER
                                           TO BE ISSUED UPON     WEIGHTED-AVERAGE EXERCISE     EQUITY COMPENSATION
                                              EXERCISE OF          PRICE OF OUTSTANDING         PLANS (EXCLUDING
                                          OUTSTANDING OPTIONS,     OPTIONS, WARRANTS AND     SECURITIES REFLECTED IN
PLAN CATEGORY                             WARRANTS AND RIGHTS             RIGHTS                   COLUMN (A))
-------------
<S>                                       <C>                      <C>                        <C>
                                                  (A)                      (B)                        (C)
Equity  compensation  plans approved by
security holders (1)..................            416,500           $            .86                    230,077
                                          -----------------        ------------------         --------------------

Equity  compensation plans not approved
by security holders ..................             -                         -                          -
                                          -----------------        ------------------         --------------------

Total.................................            416,500           $            .86                    230,077
                                          -----------------        ------------------         --------------------
</TABLE>

----------------

(1)      This plan consists of the Company's 1994 Stock Option Plan.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

During March 1999,  Dr. Gordon agreed to make available to the Company a loan of
up to $250,000.  Under the terms of this  agreement,  the Company  issued to Dr.
Gordon  warrants to purchase up to 50,000 shares of the  Company's  common stock
and pays a market  interest  rate on amounts  borrowed.  At December  31,  2003,
amounts advanced under this agreement totaled $198,000 plus interest.  Principal
amounts outstanding under this loan are due and payable on January 26, 2009.

ITEM 13. EXHIBITS, LIST AND REPORTS ON FORM 8-K.

(A)  None

(B)  Index to Exhibits.

     The following is a list of all exhibits filed as part of this Report:

EXHIBIT              DESCRIPTION OF
NUMBER                 DOCUMENT
------                 --------

3.1    Amended and  Restated  Certificate  of  Incorporation  of the  Registrant
       (incorporated  herein by  reference  to Exhibit  3.1 to the  Registrant's
       Registration Statement on Form SB-2, Registration No. 333-3184).

3.2    Certificate   of  Amendment  of  Amended  and  Restated   Certificate  of
       Incorporation  of the  Registrant  (incorporated  herein by  reference to
       Exhibit 3.1 to the Registrant's  Report on Form 8-K filed on December 17,
       1999, File No. 1-11765).



                                       43
<PAGE>

3.3    By-Laws of the  Registrant  (incorporated  herein by reference to Exhibit
       3.2 to the Registrant's Registration Statement on Form SB-2, Registration
       No. 333-3184).

3.4    Certificate of  Designations  of Series B Convertible  Preferred Stock of
       the  Registrant  (incorporated  herein by reference to Exhibit 3.2 to the
       Registrant's  Report on Form 8-K filed on  December  17,  1999,  File No.
       1-11765).

10.1   Employment  Agreement between the Registrant and Eugene I. Gordon,  dated
       as of April 9, 1999  (incorporated  herein by  reference to Exhibit 10 to
       the  Registrant's  Report on Form 10-QSB for the  quarter  ended June 30,
       1999, File No. 1-11765).

10.2   Amendment No. 1 to Employment Agreement between the Registrant and Eugene
       I. Gordon, dated as of March 13, 2002,  (incorporated herein by reference
       to Exhibit  10.2 to the  Registrant's  Report on Form 10-KSB for the year
       ended December 31, 2001, File No. 1-11765).

10.3   Amendment No. 2 to Employment Agreement between the Registrant and Eugene
       I. Gordon,  dated as of August 26, 2002 (incorporated herein by reference
       to Exhibit 10.4 to the Registrant's Report on Form 10-QSB for the quarter
       ended September 30, 2002, File No. 1-11765).

10.4   The Medjet Inc. 1994 Stock Option Plan, as amended  (incorporated  herein
       by reference to Exhibit 10.6 to the Registrant's  Registration  Statement
       on Form SB-2, Registration No. 333-3184).

10.5   Agreement of Lease between the Registrant and Linpro Edison Land Limited,
       dated May 13, 1994 (incorporated  herein by reference to Exhibit 10.16 to
       the Registrant's  Registration  Statement on Form SB-2,  Registration No.
       333-3184).

10.6   First Amendment to Lease between the Registrant and BCE Associates, L.P.,
       dated  February  28, 1996  (incorporated  herein by  reference to Exhibit
       10.17  to  the   Registrant's   Registration   Statement  on  Form  SB-2,
       Registration No. 333-3184).

10.7   Second  Amendment to Lease  between the  Registrant  and BCE  Associates,
       L.P.,  dated  December  13, 1996  (incorporated  herein by  reference  to
       Exhibit  10.11 to the  Registrant's  Report on Form  10-KSB  for the year
       ended December 31, 1996, File No. 1-11765).

10.8   Third Amendment to Lease between the Registrant and BCE Associates, L.P.,
       dated March 25, 1999 (incorporated herein by reference to Exhibit 10.6 to
       the  Registrant's  Report on Form 10-KSB for the year ended  December 31,
       1999, File No. 1-11765).

10.9   Research,  Development and Experimental Cost Sharing Agreement,  dated as
       of August 17, 2001, by and between the Registrant and VISX,  Incorporated
       (incorporated  herein by reference  to Exhibit  10.9 to the  Registrant's
       Report on Form  10-KSB/A for the year ended  December 31, 2001,  File No.
       1-11765).

10.10  Amendment  of  Research,   Development  and  Experimental   Cost  Sharing
       Agreement,  dated as of August 16, 2002, (the "Agreement") by and between
       the Registrant and VISX,  Incorporated  (incorporated herein by reference
       to Exhibit 10.1 to the Registrant's Report on Form 10-QSB for the quarter
       ended September 30, 2002, File No. 1-11765).

10.11  Amendment No. 2 of Research,  Development and  Experimental  Cost Sharing
       Agreement,  dated as of August 23, 2002, (the "Agreement") by and between
       the Registrant and VISX,  Incorporated  (incorporated herein by reference
       to Exhibit 10.2 to the Registrant's Report on Form 10-QSB for the quarter
       ended September 30, 2002, File No. 1-11765).



                                       44
<PAGE>

10.12  Amendment No. 3 of Research,  Development and  Experimental  Cost Sharing
       Agreement,  dated as of August 27, 2002, (the "Agreement") by and between
       the Registrant and VISX,  Incorporated  (incorporated herein by reference
       to Exhibit 10.3 to the Registrant's Report on Form 10-QSB for the quarter
       ended September 30, 2002, File No. 1-11765).

23.1   Consent of Independent Auditors.


24.1   Power of Attorney (included on signature page).

31.1   Certification  of Chief  Executive  Officer subject to Section 302 of the
       Sarbanes-Oxley Act of 2002.

31.2   Certification  of Chief  Financial  Officer subject to Section 302 of the
       Sarbanes-Oxley Act of 2002.

32.1   Certification Pursuant to 18. U.S.C. Section 1350, as adopted pursuant to
       Section 906 of the Sarbanes-Oxley Act of 2002.

32.2   Certification Pursuant to 18. U.S.C. Section 1350, as adopted pursuant to
       Section 906 of the Sarbanes-Oxley Act of 2002.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

AUDIT AND NON-AUDIT FEES

The following table presents fees for  professional  audit services  rendered by
Rosenberg  Rich  Baker  Berman  &  Company  the  audit of the  Company's  annual
financial  statements  for 2002 and 2003,  and fees  billed  for other  services
rendered by Rosenberg Rich Baker Berman & Company.

                                            2002                     2003
                                            ----                     ----

Audit fees, including fees paid            $30,200                 $14,800
in 2004 for services performed in
2003 and excluding audit related
fees

All other fees                                -                       -
Audit related (1)                             -                       -
Other non-audit
services (2)                                 3,665                   4,015

Total all other fees                          -                       -

Total                                                              $18,815
----------------------------------- ---------------------- ---------------------

(1) Audit related fees consisted  principally of audits of financial  statements
    of certain employee benefit plans and issuance of consents.

(2) Other non-audit fees consisted principally of tax compliance.



                                       45
<PAGE>

                                    SIGNATURE

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  Registrant  has duly  caused  this Report to be signed on its
behalf by the  undersigned,  thereunto duly  authorized,  in the City of Edison,
State of New Jersey, on the 13th day of April 2004.

                                   MEDJET INC.

                                                   By: /S/ EUGENE I. GORDON
                                                       --------------------
                                                       Eugene I. Gordon,
                                                       Chairman of the Board and
                                                       Chief Executive Officer



KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature  appears below
constitutes  and appoints  Eugene I. Gordon and Teresa R.  Mathias,  and each of
them individually,  his true and lawful attorney-in-fact,  proxy and agent, with
full power of substitution  and  resubstitution,  for him and in his name, place
and stead, in any and all capacities,  to act on, sign any and all amendments to
this  Annual  Report on Form  10-KSB,  and to file the same,  with all  exhibits
thereto and other  documents in connection  therewith,  with the  Securities and
Exchange Commission,  granting unto said attorneys-in-fact,  proxies and agents,
and each of them  individually,  full power and authority to do and perform each
and every act and thing  necessary and  appropriate  to be done in and about the
premises,  as  fully  as he might  or  could  do in  person,  hereby  approving,
ratifying and confirming all that said attorneys-in-fact,  proxies and agents or
any of his, her or their substitute or substitutes,  may lawfully do or cause to
be done by virtue hereof.

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 and
in the capacities indicated.
<TABLE>
<CAPTION>
              SIGNATURE(S)                           TITLE(S)                     DATE
<S>      <C>                                 <C>                             <C>
         /S/ EUGENE I. GORDON                Chairman of the Board and       April 13, 2004
         -----------------------------
         Eugene I. Gordon                    Chief Executive Officer

         /S/ EDWARD E. DAVID, JR.            Director                        April 13, 2004
         -----------------------------
         Edward E. David, Jr.

         /S/ Ronald B. Odrich                Director                        April 13, 2004
         -----------------------------
         Ronald B. Odrich

         /S/ Elias Snitzer                   Director                        April 13, 2004
         -----------------------------
         Elias Snitzer
</TABLE>


                                       46
<PAGE>


                                INDEX OF EXHIBITS

EXHIBIT                         DESCRIPTION OF
NUMBER                              DOCUMENT
-------                          --------------

3.1      Amended and Restated  Certificate  of  Incorporation  of the Registrant
         (incorporated  herein by reference  to Exhibit 3.1 to the  Registrant's
         Registration Statement on Form SB-2, Registration No. 333-3184).

3.2      Certificate  of  Amendment  of  Amended  and  Restated  Certificate  of
         Incorporation  of the Registrant  (incorporated  herein by reference to
         Exhibit  3.1 to the  Registrant's  Report on Form 8-K filed on December
         17,  1999,   File  No.   1-11765).

3.3      By-Laws of the Registrant  (incorporated herein by reference to Exhibit
         3.2 to the Registrant's  Registration  Statement on Form SB-2,
         Registration No.333-3184).

3.4      Certificate of Designations of Series B Convertible  Preferred Stock of
         the Registrant  (incorporated herein by reference to Exhibit 3.2 to the
         Registrant's  Report on Form 8-K filed on December 17,  1999,  File No.
         1-11765).

10.1     Employment Agreement between the Registrant and Eugene I. Gordon, dated
         as of April 9, 1999 (incorporated  herein by reference to Exhibit 10 to
         the  Registrant's  Report on Form 10-QSB for the quarter ended June 30,
         1999, File No. 1-11765).

10.2     Amendment  No. 1 to Employment  Agreement  between the  Registrant  and
         Eugene I. Gordon,  dated as of March 13, 2002,  (incorporated herein by
         reference to Exhibit 10.2 to the Registrant's Report on Form 10-KSB for
         the year ended December 31, 2001, File No. 1-11765).

10.3     Amendment  No. 2 to Employment  Agreement  between the  Registrant  and
         Eugene I. Gordon,  dated as of August 26, 2002 (incorporated  herein by
         reference to Exhibit 10.4 to the Registrant's Report on Form 10-QSB for
         the quarter ended September 30, 2002, File No. 1-11765).

10.4     The Medjet Inc. 1994 Stock Option Plan, as amended (incorporated herein
         by reference to Exhibit 10.6 to the Registrant's Registration Statement
         on Form SB-2, Registration No. 333-3184).

10.5     Agreement  of Lease  between  the  Registrant  and Linpro  Edison  Land
         Limited,  dated  May 13,  1994  (incorporated  herein by  reference  to
         Exhibit 10.16 to the Registrant's  Registration Statement on Form SB-2,
         Registration No. 333-3184).

10.6     First  Amendment to Lease between the  Registrant  and BCE  Associates,
         L.P.,  dated  February  28, 1996  (incorporated  herein by reference to
         Exhibit 10.17 to the Registrant's  Registration Statement on Form SB-2,
         Registration No. 333-3184).

10.7     Second  Amendment to Lease between the Registrant  and BCE  Associates,
         L.P.,  dated  December  13, 1996  (incorporated  herein by reference to
         Exhibit  10.11 to the  Registrant's  Report on Form 10-KSB for the year
         ended December 31, 1996, File No. 1-11765).

10.8     Third  Amendment to Lease between the  Registrant  and BCE  Associates,
         L.P., dated March 25, 1999 (incorporated herein by reference to Exhibit
         10.6 to the  Registrant's  Report  on Form  10-KSB  for the year  ended
         December 31, 1999, File No. 1-11765).

10.9     Research, Development and Experimental Cost Sharing Agreement, dated as
         of  August  17,  2001,  by  and  between  the   Registrant   and  VISX,
         Incorporated  (incorporated  herein by reference to Exhibit 10.9 to the
         Registrant's  Report on Form  10-KSB/A for the year ended  December 31,
         2001, File No. 1-11765).



                                       47
<PAGE>

10.10    Amendment  of  Research,  Development  and  Experimental  Cost  Sharing
         Agreement,  dated as of  August  16,  2002,  (the  "Agreement")  by and
         between the Registrant and VISX,  Incorporated  (incorporated herein by
         reference to Exhibit 10.1 to the Registrant's Report on Form 10-QSB for
         the quarter ended September 30, 2002, File No. 1-11765).

10.11   Amendment No. 2 of Research,  Development and Experimental  Cost Sharing
        Agreement, dated as of August 23, 2002, (the "Agreement") by and between
        the Registrant and VISX, Incorporated  (incorporated herein by reference
        to  Exhibit  10.2 to the  Registrant's  Report  on Form  10-QSB  for the
        quarter ended September 30, 2002, File No. 1-11765).

10.12   Amendment No. 3 of Research,  Development and Experimental  Cost Sharing
        Agreement, dated as of August 27, 2002, (the "Agreement") by and between
        the Registrant and VISX, Incorporated  (incorporated herein by reference
        to  Exhibit  10.3 to the  Registrant's  Report  on Form  10-QSB  for the
        quarter ended September 30, 2002, File No. 1-11765).

23.1     Consent of Independent Auditors.

24.1     Power of Attorney (included on signature page).

31.1     Certification of Chief Executive  Officer subject to Section 302 of the
         Sarbanes-Oxley Act of 2002.

31.2     Certification of Chief Financial  Officer subject to Section 302 of the
         Sarbanes-Oxley Act of 2002.

32.1     Certification  Pursuant to 18. U.S.C. Section 1350, as adopted pursuant
         to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2     Certification  Pursuant to 18. U.S.C. Section 1350, as adopted pursuant
         to Section 906 of the Sarbanes-Oxley Act of 2002.



                                       48